Ben's shemale summer
by MiracleKing64
Summary: warning this fanfiction contains child sex adult themes shemales yuri harem and hypnosis if you don't like it don't read it.
1. Chapter 1

(I don't own Ben 10 this is my first m-rated fanfiction hope you enjoy this story please leave positive review and all negative review will be removed . This story takes place after big fat alien wedding episode in the first series however some episodes will appear before others this first chapter is solely focused on Ben and Gwen warning this fic contains child sex shemales hypnosis and harem there will be crossovers later in the story you have been warned.)

Chapter 1: **You're a What!?**

The road trip for the three Tennyson's had been spent fighting aliens for the summer, and right now was the time to relax, to which the three decided to go camping, to get away from the alien activity.

At the moment, Ben Tennyson and his grandpa, Max Tennyson, were setting up the campsite, while Gwen was inside taking a nap.

"Aw man. Grandpa, how come we're the ones doing this? Shouldn't Gwen be helping us to?" Complained Ben as he set up the tent, thinking to use XLR8 to cut the time of the job in half, but had been forbidden from using the Omnitrix..

Max smiled and told his grandson. "Ben, your cousin needs a break from all that fighting, she relies heavily on her powers, which have a physical and mental strain on her, while all you need is to take five and get the Omnitrix back in action."

"Besides she's a lady and needs a lot of rest. But once we're done you can relax and play Sumo Slammers if you want?" The older of the Tennysons offered which made Ben groan to him, still thinking his cousin was a very annoying person, a complete dweeb.

And though there would be times when they would get along, most of the time they would be at each other's throats for one reason or the other, which left Ben in a bitter mood as he finished putting up the last of the tent, wiped the sweat off of his face and turn to his grandpa.

"Grandpa, I'm done. Now what?" Ben asked, wanting to get all the work over as soon as possible.

Max turned the see that Ben was done with the tent, seeing it set up perfectly.

"Good work, Ben. You don't need to help me with anything else. I'll just go gather some wood for our fire later. Please try not to argue with your cousin while I'm gone. I'll be back in 20 minutes." Max said in reply, picking up an axe and was about to go, but looked back at Ben, who gave Max a nod, although he couldn't guarantee they weren't going to fight.

Sighing, Max went into the forest to get wood for their fire, while Ben went inside the rust bucket, entering the RV to see the covered and scrunched up form that he assumed was Gwen.

Guessing she was still asleep, Ben got out his game system and began to play Sumo Slammers, using a set of headphones so he could have the volume as loud as he wanted without waking and causing Gwen to complain.

After several rounds of the game, clashing with virtual monsters and taking on one boss after the other, Ben needed to go to the bathroom, where he quickly paused his game, rushed down the hall and opened the door to the bathroom, but what he saw was something he had not expected to see.

He saw Gwen taking a piss, but she was standing up.

And from the angle, Ben could see Gwen had a 6 inch penis with balls and everything.

At hearing the bathroom door open, Gwen turned to see Ben, shocking her, while seeing the shock on his face at the sight of her privates. Gwen let out a loud scream, before pushing Ben out of the bathroom, locking it and keeping hold on the handle to make sure Ben didn't burst his way back in. But after a few minutes to calm down, she emerged from the bathroom, her face red with a embarrassment and anger. "Ben, you better not tell grandpa or anyone about what you just saw in that bathroom, got it?" She questioned, frustrated that Ben saw her secret and she was worried that he would immediately blab it out.

But from her tone, Ben stepped back with some fear. Usually he was not afraid of his cousin, but not this time, this time he knew he had to keep his mouth shut and said with seriousness. "Okay Gwen I won't tell anyone."

Though feeling a little better, a little calmer, Gwen was bothered as Ben suddenly asked. "But Gwen why do you have a penis? Don't boys usually have those?"

Gwen grunted, but she decided to tell Ben the truth, both from knowing he wouldn't tell anyone, and there was part of her that respected him enough to share her secret.

"Like I said do not tell anyone. And to answer your question I was born a boy but my parents wanted a girl so my dad paid the hospital to change my body chemistry. I don't know why they left my penis and balls on me." Gwen replied as she pointed to her crotch, before she started crying and fell to the floor, having kept her secret hidden for so long, now all she could do was let out her emotions. "I'm nothing more than a freak I have a girls body but I have a boy's penis no one is ever going to love me I might not ever again a boyfriend or girlfriend because of my hideous body."

Ben couldn't believe it, Gwen was actually crying, she barely cried.

And while Ben was no good when it came to comforting others in their tough times, all he could do was hug her, which surprised Gwen and made her ask. "What are you doing Ben?"

Ben couldn't explain it himself, but right now he just wanted to comfort her.

"Don't get used to this mushy stuff I'm just trying to cheer you up." He told her, keeping his arms around Gwen, which shocked her at Ben's kindness.

He was almost never this kind, perhaps it was him showing her pity or maybe something else but she couldn't be sure.

"Why are you being so nice to me?" She questioned.

Ben looked at her, unsure himself.

Maybe it was pity he was feeling for her but there were sometimes in battles where she came through for him not to mention they were cousins there was sometimes he could tolerate her.

"Well we're cousins and don't get used to me being so nice. Besides, you're not a freak I mean... I'm sure there's someone out there that will like you for you and not because of your body." Ben said, saying the thoughts that came to his head, wondering if they were any assurance to Gwen or not.

Gwen didn't know what to say.

Here was Ben, her annoying dofus cousin, who had annoyed her this entire summer, only now he was comforting her. This made her happy at least this doofus understood. However, Gwen got an idea something that felt gross to her, but the idea she believed could benefit them both as she then asked. "Ben, show me your penis?"

From Gwen's asking, this made Ben look at her like she grew a second head, before he shouted with shock. "What do you mean show you my penis!? That's gross! You're my cousin, remember?"

Gwen smirked at Ben's outburst, before she told him. "It's to make us even. You saw mine and I want to see yours'. Or do you want me to tell Grandpa that you peaked at me in the bathroom?"

Ben was nervous at Gwen's threat, for he knew if Grandpa found out that he accidentally peep at Gwen in the bathroom, he'd be in serious trouble.

"Fine." Ben sighed in defeat, which made Gwen smirk viciously.

With Ben unable to back out of Gwen's threat, Gwen sat down on the bottom bunk and made a hand gesture for Ben to remove his pants, which made Ben glare at her and follow up with another sigh.

He quickly undid his belt and unbuttoned his pants, before sliding them down, making Gwen blush a little at the sight of Ben's bulge in his white underwear, which she guessed Ben's length was the same size or an inch bigger than hers'.

In his underwear, Ben looked at Gwen, hoping that she was joking about this however his hopes were dashed when Gwen made a hand gesture for him to continue.

Ben sighed before he pulled his underwear down, revealing his dick to Gwen, who subconsciously licked her lips at the sight of Ben now naked and exposed, causing her dick to begin to harden, she couldn't understand what was wrong with her, he was her cousin and here she was getting hard over his penis.

However she got another idea and she decided to use her blackmail against Ben as she ordered. "Okay, pull your pants back up. I've seen enough."

"Ok Gwen. And now that that's all over I'm going to go play some Sumo Slammers and, as I promised, I won't tell Grandpa." Ben said as he walked away to his game console, but stopped as Gwen spoke out. "I wouldn't be too sure, Ben. How long did Grandpa say he'll be gone."

Ben turned around with a confused look on his face.

"He said twenty minutes, and it's been at least five." Ben replied, not sure where this was going and wasn't sure what Gwen was thinking about, but knew it wasn't going to end well for him.

"You and I are going to do something that only adults do, now come over here." She ordered, smirking as she knew Ben couldn't get out of this situation, even with his alien heroes, he was powerless.

Ben was nervous. He didn't know what was going through Gwen's head, but he knew it couldn't be good. "What do you have in mind Gwen?" He asked with some worry in his voice, making Gwen smile.

She patted the side of the bed and instructed. "Come over here and sit next to me."

Ben was reluctant at first, but he knew he had no choice, where he decided to swallow his pride and sat down next to Gwen, who gave him a mischievous smile, which continued to make Ben panic, knowing that what was coming wasn't good.

And Ben was right when Gwen commanded. "Now take my clothes off for me."

"What!? No way am I doing that!" Ben protested, thinking this was insane. How could Gwen even suggest such a thing since he had already seen her penis. But his refusal made Gwen frown.

"Just do it or I'll tell Grandpa that you peeped at me in the bathroom. You really want to go down that route?" She threatened again, which made Ben mad, but he had no choice.

He then proceeded to take off Gwen's clothes, starting off with her shirt as she raised her arms over head, while Ben took it off and revealed her a-cup sized breasts, where Ben suddenly blushed at the sight, which made Gwen smile at his antics.

"Come on Ben, stop staring at my chest and start pulling my pants down." Gwen then ordered, which made Ben groan, annoyed to be bossed around, but did as he was commanded as he knelt to the floor and began to unbutton her pants, which he then slowly removed, leaving Gwen's lower body exposed, all that was left was her panties, which he could see a huge bulge in them, which made Ben drool, making the redhead smirk and spread her legs to give Ben a better view of her bulge that made him blush further.

This made Gwen giggle and say with a continued smirk. "I take it you like what you see."

Ben furiously shook his head, he did not want to agree with what Gwen, but his body said different. Reluctantly, Ben grabbed ahold both sides of her panties, before he slowly pulled them off of her legs and tossed them to the side, leaving Gwen full naked with her glory hanging between her legs, finding the sight of Gwen's dick made him hard as well.

With a wicked smile on her face, Gwen stood up and pulled Ben into a sudden and deep kiss. Ben's eyes widened from shock as Gwen's tongue forced its way into his mouth, while he found himself unable to control himself as he started to move his tongue with hers', where the duo continued to make out for a full minute as Ben reached down for Gwen's balls and started to massage them which caused Gwen to let out a deep moan, before they pulled away from their kiss, both gasping for breath.

"What... huff... was... huff... that for...?" Ben questioned, hating to admit it, but it felt good and he can feel his lower half was getting excited, while he continued to massage Gwen's balls .

All Gwen could do was smile at him, before speaking in a seducing voice. "Well since you were being so nice to me, I've decided to be nice to you back." Gwen replied, which caught Ben's attention, before Gwen winked at him, causing Ben to blush again. "Right now you're still massaging my balls which means you're enjoying this, which is really good by the way, so keep going." Gwen moaned.

Ben smiled and obliged as he continued to massage Gwen's balls this time it was him who kissed Gwen, the redhead's eyes widening for a second, before she closed them as the pair continued to make out for several minutes until both pulled away, leaving a thin line of connecting saliva from their mouths.

"OK, Ben. Let's get rid of some of those clothes of yours'." Gwen then said as she began to take off Ben's clothes, starting with his shirt, then the pants and underwear, leaving Ben as naked as her, where Gwen gazed upon Ben's cock and smiled as she grabbed his shoulders and forced him to the floor, making it so he was eye level with her cock. "Come on Ben, it's not going to bite you, but you better not bite it or I will hurt you." Ben nodded as he slowly began to lick the underside of her shaft causing her to moan loudly Gwen couldn't explain it this feeling it was so unlike anything she ever felt as her pre-cum started came from the tip Ben continue to lick up Gwen's penis till he came to the tip he looked at Gwen who gave him a nod of approval to keep going Ben suddenly engulfed Gwen's dick causing her to let out a loud moan

Gwen's mouth can open with their tongue sticking out "Oh yes Ben, keep going it feels so good." She moaned as she suddenly grabbed Ben's head started thrusting her hips forcing her cock down his throat making Ben gag as he try to take it out Gwen proved to be stronger as she held him in place as she continued to to fuck his throat till she felt some wall up inside as her balls began to tighten one last powerful thrust she came straight down Ben's throat making him gag on her cum as she took her dick out of his mouth she knows his Ben was about to spit out what she left in it she quickly covered Ben's mouth with as he tried to spit it out her cum.

Gwen gave Ben a lustful smile. "Oh no no no Ben, I'm not letting go until you swallow it." Ben forced himself to swallow Gwen's Essence it tasted both sour and sweet to him it made his dick grow bigger which made Gwen subconsciously licked your lips it was her turn now in a swift motion she grabbed him and threw him on the bed.

She looked at him with a great amount of lust in her eyes Ben notice this as he spread his legs he was prepared for her to start sucking him seizing the opportunity Gwen quickly engulfed Ben's shaft causing him to groan as the redhead strong sucked it well as she did it she decided to play with his balls as she starts massage his balls making Ben moan louder as she continued to suck and massage Ben's shaft she was happily joined the taste of it it was bitter and salty like sea water a strange taste but it was delicious to her Ben was starting to feel something welling up inside him as if he was about to explode. "Gwen I'm about to do what you did white stuff is about to come out." Gwen stopped for a minute and took her mouth off his dick "that white stuff is called semen Ben it's what boys make and it also helps girls get pregnant." she finished explaining and went back to what she was doing she licked the tip and then engulfed it again this time she sped up and sucked even harder this caused been to thrust his hips up and down as he kept thrusting he felt it getting closer till loud yell he came in Gwen's mouth she closed her eyes and happily took it she made sure she got all of it with her mouth full of cum as she receded from Ben's shaft and took a big gulp she breathed a few times to catch her breath she looked at bed with a big smile on her face Ben did the same way as they both leaned in close to each other a big kiss as they Savor the taste of each other they just couldn't get enough. Ben sat up and placed Gwen on his lap, their cocks touching with a big smile as Gwen grabbed both sides of Ben's face as she stared into his eyes show not only lust but love and devotion when saw this as he hugged her close to his body as she did the same thing putting her arms around his neck then putting her legs around his waist forcing their cocks to touch each other which they both moaned and giggled.

Ben looked at her with a big smile. "You know Gwen I'm happy we were able to share this and I'm even more happy that you're a boy."

This time it was Gwen's turn the smile. "Gee thanks Ben I'm glad you accept me as a boy." She suddenly felt Ben's cock harden, which caused her to yelp as it turns out they were both eager to continue. "OK Ben ladies first I want you to get on all fours and turn away from me." Ben smiled and did as he was told he got on all fours like a dog and turned away from Gwen suddenly he jerked his head up as he felt Gwen's finger enter his asshole. "Gwen what are you doing that kind of hurts." this made Gwen giggle "of course it's going to hurt Benji it's your first time using your asshole but this is just my finger but imagine if by cock was in there but don't worry I'm about to do that right now." as she said she lined up her cock along with Ben's ass she quickly told him to cover his mouth as she slowly forced her way into Ben's ass cause him to moan loudly. It was so warm inside him Gwen immediately started to thrust her hips hard causing ben to groan loudly as he tried to get her to slow down she refused to listen and continue to plow her way into him as just went on the pain subside and Ben found it pleasurable to be fucked from behind when Gwen started the thrust even harder "Oh… Ben I'm getting close prepare yourself cuz I'm going to impregnate you." Gwen continued thrust as her balls tighten and with a loud scream both preteens cummed as hard as they could Gwen's cum went up Ben's ass while his cum went all over the sheets and blanket as the two kids breathed heavily the redhead removed her cock as Ben fell to the bed.

As Gwen catch her breath she smiled "OK Ben it's your turn and make it fast I think Grandpa's going to be back soon." the brunette boy got up and smiled this was is as Gwen got up turned and lustfully spanked her ass before spreading it giving Gwen a good view of her as hole Ben swallowed nervously before walking to and firmly grabbed both her hips and thrust into her with great force the redhead jerked up in Surprise drool came from side of her mouth has been continued to thrust into her when extreme speed. "Ben try being a little more delicate with me." Gwen said as Ben obliged has he suddenly slow down causing the redhead to feel pleasure.

"Ben! oh Ben, it feels so good! Don't stop! It feels so amazing, having it deep inside me!" The brunette said as they felt his balls tightening without warning he came inside of Gwen's ass, causing her to scream to the heavens as Ben pulled out of her.

They were both breathing heavy they were covered with sweat and both had satisfied looks on their faces. Ben sat down leaning his back against the bunk beds.

Gwen followed his lead and sat in his lap with her head on his shoulders as she cuddled to him as he ran his hand through her hair "Oh Ben That was great I never felt anything like it before." Gwen said as she continued the cuddle close to him.

"Yeah you're telling me. Who knew sex felt so good. I don't feel like I ever want to stop feeling good with you Gwen. This made Gwen smile she felt the same way all of a sudden she remembered something there grandfather if he walked in and saw them naked together and if he ever saw what happened they would be grounded plus Grandpa didn't know that she had a penis, which means she would have to explain to him what was going on that was something she couldn't afford neither could Ben. So she got up and reach for her spell book, which was on the nearby shelf, which confused Ben.

"Um, Gwen, what are you doing?" Ben asked out of curiosity he was never one for Magic but ever since Gwen got that book she's been study spells hoping to become a master magician he was wondering what kind of spells could she be looking for maybe a cleaning spell that can help them clean off quickly

"Ben I think I found a way for us to be together and Grandpa won't mind us having sex with each other." the redhead explained as she showed him a spell she's been working on which turns out to be a hypnosis spell. "With this spell I can rewrite Grandpa's thoughts and have him think that our relationship is all right and he won't mind us being naked all the time in the rust bucket. Not to mention I could use this on other people as well you know like girls. Imagine Ben, the rust bucket full of girls that you and me can fuck and impregnate." Ben was flabbergasted by what Gwen said here. She was usually the responsible one about not abusing powers, but a wicked smile crept onto the thought of him and Gwen fucking girls, and the redhead using her magic to hypnotize them.

Ben leaned in and gave her a wet sloppy kiss showing her that he was okay with this idea. "So what should we do now should we get dressed and wait for Grandpa." he asked.

Gwen shook her head. "I think it will be more kinkier if he saw us naked before I cast the spell on him." As if on Cue there was a knock at the door as their grandpa called out to them.

"Ben Gwen I'm back with the firewood we can start making the fire…" Max's eyes widened at the sight he was seeing both his his granddaughter and Grandson naked but the most shocking was that his granddaughter had a penis of all things. adopting a angry he started to yell. "Ben and Gwen what have you two been doing and Gwen why do you have a penis!" however Ben and Gwen giggled in response which irritated him right before Gwen stepped up."okay Grandpa I'll explain." she innocently said however Max wasn't buying it as he tapped his foot showing that he was patiently waiting for her explanation however Gwen gave him a mischievous smile before whispering. "grand hypnosis." her eyes began to glow Max was unable to look away from her gaze. As Max's body began to relax his eyes whited out as he blankly stared forward, Gwen smiled at her handy work but she had to make sure he was completely under her control "okay Grandpa I want you to stand on one foot." Max did exactly what Gwen said as he stood on his left foot this made Gwen smile more Grandpa was under her complete control and now was the time to start rewriting his memory. "Alright grandpa first off you will not think me having a cock is weird to you it's normal for me to have one and you won't tell anyone not even mine or Ben parents that you know and it's normal for me and Ben to naked all the time in the rust bucket which we will be almost all the time."max gave her a firm nod as Gwen continued "Next you realize that Ben and me are a couple so you won't be bothered by us kissing cuddling sharing a bed having sex or bring girls into are soon to be harem And you will do not call us master or mistress just stick with Ben and Gwen as you always have." max gave her another firm nod. "okay Grandpa once I snap my fingers you will act as you normally do but you will remember all the stuff I said to you."Ben hoped Gwen's spell would work cuz if it didn't they would be grounded for a lifetime as she snapped her fingers Max shook his head this made them nervous what if Gwen's commands Didn't work all I can do is wait.

however their fears were laid to rest as they're grandpa smiled at them."I see you two have been going at it again I know you two are in love try not to stink up the rust bucket." they both let out a breath they didn't know they were holding but this made them smile now that their grandpa was hypnotized to be okay with their relationship they were free to have sex with each other and not to mention bringing the other girls into the relationship. " however I would like for you two to get cleaned up and dressed so you can join me" They both gave him a quick nod as you went outside leaving them. they gave each other a high-five they couldn't believe it actually worked Grandpa was okay with their relationship. "Okay Ben now that's over we should get cleaned up and dressed we're going to need save all of our energy for what's next." Gwen said as she started to put her clothes back on. "Gwen what do you mean for what's next?" as He finished putting his clothes on. the redhead started to giggle. "I mean the Harem plan Ben remember we're going to bring in girls of our age or maybe a year or two older us into the harem ." this made Ben smile like the idea of cute girls they could have sex with they could put under control before leaving they gave each other a passionate kiss before exiting the rust bucket To join their grandpa to both of then they're had summer just got interesting.

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This is my first m rated fic so i'm not that good yet hope you liked this till next chapter see ya.


	2. Chapter 2

Disclaimer i don't own Ben 10. Alright second chapter hope you all enjoyed the first one this is where the story really takes off and thanks to all those who favorite and follow this story.

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Chapter 2: Animos, Dittos, and Sludges oh my!

somewhere, in the courtyard on a island prison, the mad scientist Dr. Animo was busy talking to the birds which made the other inmates and even the security guards laugh at him. however he ignored them they may think he was just talking to the seagulls but what he was actually doing was secretly controlling them as one seagull bought him a green computer chip.

Animo give a victorious smile as he talked to the Seagull. "Finally, thanks to you my pet, I have the final component to help complete my invention." The mad scientist said as he unzipped his jumpsuit to reveal a strange looking helmet with antler like horns, he then placed it on his head.

"And now for your reward." he told the seagull, as the helmet fired a red beam, Which struck the seagull causing it to mutate into a giant version of itself. Animo jumped onto it, this caught the attention of everyone in the courtyard as security tried to Stop the mutant seagull from taking off with their prisoner which was to no avail the giant bird grabbed two guards with its talons and took to the skies.

As they struggled to get free one of the guards shouted. "Put us down!"

Animo gave them a wicked smile. "With pleasure." As he signaled his pet to drop both guards into the ocean.

As they resurfaced all they could do is was watch in disbelief as Animo and his mutate pet made their escape. "And the first thing I want to do is get my revenge on that snot-nosed brat Ben Tennyson!"

* * *

It's been 3 days since Ben found out Gwen's secret. Things have been going great even though they still got on each other nerves but Ben and Gwen have gotten along at least little. Both decide to have sex with each other for an entire day, then they would wait a day or two so they could recover. At the moment the family of three where at the beach enjoying some time in the sun. Ben who was wearing red and yellow swim trunks was surfing the waves, while Gwen wore a teal blue one piece swimsuit was sitting in a beach chair reading through her Spellbook, as Max who was still wearing his favorite hawaiian t-shirt his usual blue pants were replaced by dark brown shorts and in place of his brown boots were a pair of brown sandals was working on some sort of machine.

Gwen was currently reading a page about a aerokinesis spell, if her calculations were right which they usually are, she'll be able to control the wind with this in case Ben's omnitrix timed out while he could be carrying herself and grandpa max in flight or someone else she can fly and lowered them to the ground this could also help her in case of fallen debris after reading the second half of the spell she suddenly felt the need to use the bathroom.

'_Maybe I shouldn't have drank all that water earlier.' Gwen thought as _She turned to Max. "Grandpa im heading to the restroom can you please watch my stuff if don't mind." she asked.

Max nodded, with that she rush towards the restroom area. She came up to a large rectangle shape building it was mostly made from bricks and painted over the top being white while the bottom was dark brown with a large brown tile roof it looked like it could fit 30 people on each side she quickly entered into the girls side however she failed to notice a girl who was her and Ben's age watched her rush into the bathroom. the girl had long blonde hair light blue eyes and two distinct whisker marks on either side of her face. she wore a black one piece with a large white star on the chest. The girl with a mischievous smile as she licked her lips followed after Gwen while keeping her distance.

Gwen looked inside, it was a pretty big room. The walls were pink, and stalls colored white and went to the ground a least no one would see her feet. Surprisingly it was very clean, Gwen looked and saw no one and she heard nothing which made her feel relieved, Usually Whenever she entered public bathrooms with girls her shaft would always harden from the scent and sight of females, Luckily for her there weren't any in at the moment.

'_Okay, I got to make this fast.' _Gwen thought to herself. As She rushed into to the nearest stall while the unknown girl saw this, and quietly tiptoed into the stall next to Gwen's. The blonde silently stepped onto the toilet, and then climbed to the wall of the stall, without making a sound.

She had just reached the top in time to see that Gwen was not sitting down on the toilet like others do, she continued watch with a blush as Gwen slid both straps off as her swimsuit fell to the floor revealing her member the sight of it shocked the blonde girl which almost caused her to let go of the stall wall. Luckily she was able to hang on and keep quiet as she continued to watch.

Gwen grab the hold of her shaft spread her legs and released her stream. "Ooooh fuck yeeaaah." the redhead quietly moaned as she continue to relieve herself while the blond girl blushed. '_I can't believe it!? she's a... boy!_?' the girl thought as she felt herself getting turned on at what she saw. The sight was short lived as Gwen finished peeing she shook her member to get the excess urine out, the redheaded shemale sighed in relief as she pulled up her swimsuit fastening the straps over her shoulders then flushed the toilet and exited the stall as Gwen walked to the sink to wash her hand someone called her name.

"Hey Gwen, i'm surprised to see you at the beach." A voice said. Gwen turned and was shocked to see her and Ben's cousin by marriage Lucy Mann the redhead had not seen her since they're cousin Joel's and his mud alien wife Camille's wedding, about a week and a half ago. She looked like a normal human girl but she was really a Lenopan or a Sludgepuppy as the Plumbers called them. It was really surprising to see her here of all places. And not to mention she had just finished the using the bathroom, Gwen keep her cool and spoke.

Gwen smiled "I could say the same thing for you I wasn't expecting to see you either so what brings you to the beach."

Lucy laughed while snorting which kinda annoyed Gwen. "What do you think I'm doing at the beach. Cousin I came here for some fun in the sun not just me Camille and Joel are here too." this surprised her she wasn't expecting to see Her cousin or cousin in law so soon after the wedding.

Lucy then smiled "So how's Ben doing I hope he's still not mad at me For accidentally tripping him over with my muddy toes."

"Well, he's still a doofus other than that he's fine and he's over that incident, although grandpa is still a little bit upset about the tux getting ripped." the redhead replied as she wash her hands.

Lucy giggled at that memory, her uncle-in-law had yell at both her and Ben. however she didn't mind, Lucy was always labeled as a troublemaker and would always get into trouble.

As she finished drying her hands. "So what are we waiting for Lucy let's go see them." Gwen said as she walked out leaving Lucy who had a big smile on her face. _'I know her Secret.' she sang in her head. _She quickly rushed after her cousin.

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4 minute after Gwen went to the restroom, Max was greet by two familiar individuals. He didn't expect to see. "Hey Uncle Max!" Max turned to see His nephew Joel Tennyson who wore a plain black swim trunks, his sludge puppy wife Camille Mann Tennyson she wore a purple sports bikini.

Max smiled. "Joel, Camille it's great to see you two how have you been." he hugged both of them which they happily returned before braking off the hug. "So what are you two doing here? I thought you guys would be on your honeymoon by now And Joel aren't your parents here."

Joel shook his head. "No my parents are not here uncle Max, we've invited them to come to the beach with us but they decide to stay home so we decided to bring Lucy with us and she'll be so excited to see her cousins again."

"Well that's great." Max said as he looked around. "So where is Lucy?"

"Lucy said she wanted to explore the beach a little bit but don't worry she always wanders off and she always finds a way back to us." Camille reassured him.

"Grandpa!"

"Joel, Camille!"

The three adults turned to see Gwen and Lucy running towards them.

"Gwen it's good to see you again how have you been." Camille asked and hugged Gwen.

However Joel was looked from left to right. "Uh... Uncle Max where's Ben."This caught both Gwen and Max's attention, they both looked around until they heard nearby people screaming and they instantly knew where he was the five turned to the source of the screaming as they Saw people running away from what looked like to be a giant seagull which had a kid size white and black alien in it's beak while another one a grabbing it's by the tail.

"Is that Ben? and Ben? what alien or aliens he turned into this time?" Gwen asked.

"Looks like he needs help." Max said in a serious tone.

"Ouch! you're pinching my ankle." the one in the beak said.

"Ouch! I felt that too." the second one replied "Well let's see if you feel this." as he plucked a feather of the mutant seagull causing it to screeching pain as a dropped the first one.

"Looking for something?" both aliens said. as the bird chase them into the volleyball nets both the alien Duo had lead it into a volleyball net instantly ensnaring it.

"That's right Birdbrain no one messes with... Ditto!" they said at the same time however their celebration was short-lived as the bird Broke Free knocking them to the ground before off into the unknown.

"Way to go doofuses now we'll never know where that thing came from." Gwen said she may have loved Ben but she still thought he was a doofus.

"I have a hunch that it's the work of our old Nemesis Doctor Animo."Max said.

However they have forgotten that Joel Camille and Lucy were with them "Uncle Max who is this Dr. Animo." Joel asked

Max folded his arms "Well Joel, Dr. Animo is a Mad scientist with the ability to control animals. He uses a device that can mutate them, not to mention bring extinct animals back to life. the last time we encounter Animo was in a swamp however judging by what we just saw, he has just escaped jail again and he's up to his old tricks."

Lucy's eyes lit up with excitement "So your saying you guys fight aliens and bad guys that's so cool I wish I do that."

However unlike Lucy, Camille and Joel had serious expressions. "So what can we do Uncle Max and don't say we're not helping I'm a plumber and I'm trained for this sort of thing and I'm sure Camille and Lucy can lend a hand as well."

Max frowned "but Joel this is your vacation are you sure you want to help us?"

Joel gave him a firm nod. "the three of you are family so I'll do whatever it takes to help you bring this Animo to Justice." both Camille and Lucy nodded in agreement.

"So what do we do." questioned Camille.

"Well I guess we just wait if I know Animo he won't stop until he gets revenge on us." said Ben who has just transform back to his human form.

"Wow Ben who knew you were so smart." said Lucy as she hugged him causing Ben to blush in Embarrassment.

"Umm… Thanks Lucy." He replied nervously he couldn't under understand it he admit she was cute but she was his cousin by marriage but he was exaggerating at the very least right now he was in a relationship with his cousin Gwen who was a shemale and here he was thinking That liked his Sludgepuppy cousin he had to admit when he and Lucy danced with each other he could have sworn he felt a spark between them. however his thoughts were interrupted when Grandpa Max spoke.

Max who still had a Stern look on his face "Ben's right, considering how fast that thing got here. I would say Animo Isn't too far away from the Beach. so we should get back to what we were doing but everyone remain on guard." they all gave Max a firm nod.

* * *

30 minutes passed and still no sign Animo that didn't mean he wasn't still out there. At the moment everyone was doing their own thing Max was almost finished with his project, while Joel and Camille sunbathing next to Gwen who was reading her book. while Lucy was with Ben who was in his Ditto form, And he was split into five different Dittos they were all playing basketball with Lucy on at least one of their teams Lucy couldn't tell the difference between any of them and not to her surprise neither of the other Dittos knew which team they were on was caused the three of them to break into a fight while the fourth one and lucy tried to break it off with left the fifth Ditto to get the basketball back as he reached the reached the ball a giant squid tentacle came from the deep and Dr. Animo who was in a scuba suit was on it.

"Animo!?" he said as tried to run however the squid's tentacle grabbed him before he could get away.

"Tennyson it seems like that watch of yours has just chalked up some more alien DNA and I'll be looking forward to extracting it as painfully as possible."

back with the other Dittos and Lucy the Dittos were so angry at each other one of them accidentally kicked a rock before all of them hopped on one foot in pain while Gwen started to laugh. "hahaha having fun doofuses."

"it's not funny." All the Dittos said.

They were about to yell at her again until Max spoke. "wait a minute weren't there five of you with Lucy here." the Dittos stopped hopping as they looked around to see that their fifth member wasn't there.

"uh-oh, Uncle Max I think we got trouble with a capital A for Animo it looks like he has the missing Ditto in the Cocoon." Joel said. As he pointed at the fleeing dr. Adamo with the ditto inside the sphere.

"This is your fault!" the Dittos shouted at each other before the omnitrix started to blink red however the Dittos did not turn back in the Ben.

"shouldn't you be turned back in the Ben?" Gwen asked.

"something must be blocked the DNA transformation." Max added.

Gwen thought for a second it occurred to her. "Maybe all the Dittos have to be together before they can become Ben again."

"we gotta get back the other me." before they all write off in different directions Camille spoke out. "wait I got an idea Joel don't you have a boat membership here." the mud disguise human asked her husband which he nodded and he knew exactly what she was thinking.

Meanwhile

In an abandoned oil freighter 50 miles from the beach the capture Ditto was incarcerated in a tube while Animo looked through his DNA.

"incredible Limitless cloning capabilities with this shred of DNA and the DNA of all your aliens I will create the perfect Army for me to conquer the world and shape it into a new stage of evolution."

'_i got to think of something." he thought to himself. He noticed the giant seagull from before then he got an idea it was a long shot but he hoped the bird had a low tolerance for annoyance._

Elsewhere

Meanwhile, with the crew of nine who were on a boat searching for animo and the missing Ditto. Joel was currently steering the boat while Max was working on the finishing touches of his project it turned out to be a jet pack and he thought I would come in handy with this rescue meanwhile Camille, Lucy Gwen, and the other four Dittos were keeping a lookout for anything unusual hopefully something that would lead them to Dr. Animo's hideout.

"can't this thing go any faster?" Ditto #1 said.

"we're going as fast as we can Ben and besides we're not even sure where to look." Joel said " but if we don't find the other Ditto soon, things might turn grim."

This caught the attention of all the Dittos

"What do you mean by "turn grim"." Ditto #4 asked not really wanting to know the answer let alone his other selves.

Joel took a breath. "Dr. Animo might do more than just study your alien DNA and think back to when you guys stubbed your toes you all felt the same thing what do you think would happen if the other you died you would all die as well."

This both shocked and made them fear for their lives if their other self was destroyed they would be destroyed as well they all started scream until Max stop them " Dittos calm down and take a deep breath if we know Animo he'll probably keep him alive, we'll just have to hope we can find his base before then right now try helping us with the ship okay." they all nervously nodded their heads still afraid that they might die however now wasn't the time to panic they had to do everything they can to find their other self.

* * *

Meanwhile with the others Lucy looked at Gwen with a mischievous smile.

'_it's about time I get Gwen alone.' _she thought to herself as she held her stomach and covered her mouth and pretended to moan in pain. This got both Gwen and Camille's attention.

"What's wrong Lucy a little sea-sickness." Camille in a concern tone sludge puppies just like humans also sick but it was rare and seasickness is something almost any species can get. Lucy nodded her head as she continued to hold her stomach.

"Gwen why don't you take Lucy below deck and watch over her me and the Dittos continuing to watch and call you if we find something ." Camille suggested to which Gwen nodded this made Lucy internally smile.

The two made their way down to the to inside of the boat and surprised to see that it was pretty big inside the walls were made from strong dark brown wood the was made from the same wood there was a kitchen counter with Various appliances such as a toaster blender stove a sink the living area had a big couch and a nice flat screen TV and the was 2 bedrooms with white sheets and blankets. Gwen put her hands on her hips and smiled "Wow this place is incredible if we weren't looking for Ben and Animo was not out of jail we could have spent our time on this boat don't you think Lucy."

"Yes Gwen it's nice." Lucy replied in a lustful tone which Gwen fail to notice as she slowly creep over before the blonde quickly grabbed Gwen's crotch causing the redhead to let out a loud gasp before she pull away from the blonde girl. Gwen stared at her in both fear and shock this was bad Lucy had just discovered her secret that only Ben been knew.

"L...L...Lucy it's not what you think." Gwen said she covered her crotch.

However Lucy continued to smile as she walk towards Gwen causing the redhead to back up.

Lucy giggled lustfully. "Don't worry Gwen I know about your secret Remember when I "found" you in the bathroom on the beach what you didn't know that I followed you in and got a good look at your little friend here." she began the stroke Gwen's member through her swimsuit causing the redhead to moan in pleasure.

"L..l.. lucy this… isn't... right." she couldn't think straight Lucy's hands felt so good that the redhead started to play with her nipples. However Lucy stopped which confused Gwen why would she suddenly stopped right in the middle of giving her a hand job.

"Why did you stop?" Gwen asked with a frown

Lucy gave her a lustful " I'll stroke you off again and keep your secret, however I want something in return."

Gwen thought for a minute before nodding her head. "Okay, what is it that you want in return Lucy?" deep down Gwen was nervous what could Lucy possibly want from her it could be anything.

Lucy gave her a big smile. " I want to come with you uncle Max and Ben on your road trip."

This surprised the redhead. "Why would you want to come with us?" back at the beach Gwen had thought about using her magic on Lucy to get her to come when they got back to the beach but could this be a golden opportunity to have a willing slave but Gwen had to make sure she was serious.

"Okay Lucy tell me why you want to come with us." the redhead asked with a firm tone,

This made made Lucy giggle. "You don't have to be that serious." this made Gwen sigh does this girl take anything seriously. "Ok i'll tell you, First i want to see the country. Second I want to fight evil aliens like you Guys."However Lucy blushed when she got to her third reason this really caught Gwen's attention. "The third reason is... I kinda have a crush on Ben, and I would like to spend more time with him and maybe get to you know what with him." Gwen felt like her eyes popped out of her head.

Gwen finally came back to her senses. "Wait, did you just say you had a crush on Ben? You two of only met one time and only danced one time how can you have a crush on Him?"

Lucy gave Gwen a big smile. "When i first saw him I thought he was handsome and when we danced I felt a spark between us."But then her smile turn to a frown. " however now that we're cousins by our cousin's marriage I knew I couldn't be with him deep down I wish that it was me and Ben on that altar saying our vows to each other bringing peace between my people and the plumbers now me and him are just cousins that's why I want to go with you three so I can be with him in a way."

Gwen was stunned this wasn't a crush she was in love with Ben Gwen gave her a smile she walked up and hugged Lucy to which the blonde returned it. "You can come along Lucy but I must tell you that Ben and I are building a harem are you willing to share him with others girls?"

Lucy nodded her head. "I'm okay with sharing but I get to be the alpha of the normal girls side."

Gwen raised an eyebrow. "What do you mean by normal girls side?"

Lucy giggled. "Aren't you going to add other shemales to you harem too."

Gwen blushed. "Well maybe but it's hard finding shemales close to our age group."

Lucy gave her a lustful smile as she seductively walked towards Gwen "Well we'll just have to worry about that later, but for right now why don't i help you and little friend here feel better." the blonde said as she undid Gwen's straps causing her swimsuit to fall to her feet to reveal Gwen semi hard member. "Wow. What a nice thing you have here, Gwen. I'm going to enjoy this." She said lustfully as she began to stroke Gwen's member, making her more hard. Lucy then stuck out her tongue and began to lick it, making Gwen moan with pleasure.

"Oh fuck, yeah. ... Lucy this... feels so... good... where did you learn how to do this?"

The blonde girl only smiled. "I found a porn site on my parents computer and learned from watching it." she explained as she continued to lick the head. She then took it into her mouth and started sucking on her.

"Oh fuck, Lucy! Your so good at this! Keep it up!" Gwen moaned, making Lucy move faster. "Lucy, I'm gonna cum!"

Lucy sucked on Gwen harder until she finally came into her mouth, making Lucy swallow all of it. Gwen lost all the strength in her legs and fell to her knees while Lucy savored the taste of the redheads essence.

Gwen smiled. "Now that was heaven you'll make addition the harem Lucy."

This made Lucy smile. "Yes i will Gwen but i won't be giving you either my virginity or anal virginity those are reserved for Ben only." Gwen nodded respecting Lucy's choice.

As Gwen got dressed Lucy had one this on her mind. "Now how am I going to be able to join you guys Camille and Joel will probably say no and what about my parents they may not approve of this." However Gwen gave her a reassuring smile.

"Don't worry Lucy I have a spell that will change their minds not to mention your parents before i could they would have to look into my eyes. But now I can enchant the words I say, so i can hypnotize them so they'll be okay with you coming along and ok with you and Ben dating." This made Lucy jump for joy not only will she see the country but she'll be with the man she loved and her parents would be okay with it even though they would have to hypnotize them to do it.

However their conversation was interrupted when Camille called out to them from the top. " Gwen, Lucy we think we found Animo's base hurry up here." both the redhead and the blonde rushed to the deck

"The oil rig is right off the coast." Max said " Joel steered towards the rig." Joel gave Max a salute as turned he ship towards the oil rig.

As they approach the abandoned oil rig, the Dittos could feel their fifth self when suddenly the Omnitrix started to blink red. "Not again!" As they began to fly towards the the tanker, while their clone was dodging the mutated squid tentacles before he came to a dead end when suddenly his is Omnitrix began to blink red, as he was pulled into the Air with the squid barely missed him, to which he and all the other Dittos joined together before falling into the sea. Followed by a bright red flash that's when Ben who had now returned to his human form surfaced on the water.

"Whoa I'm me again." he said, as the mutated seagull swooped down and grabbed him in its talons.

Everyone watched in fear however Lucy growled in anger. '_No one does that to my man and gets away with it." _she thought, as she used her sludge puppy powers to form wings on her back which surprised everyone before she took off with Max who was wearing his completed jetpack followed.

Back with Ben who was trying to free himself. "When my watch recharges you are so fried!" That was when he saw both Max and Lucy flying towards him as Max flew into the giant seagull making it drop Ben as he fell Lucy swooped in and grabbed him.

"Phew that was close thank you Lucy." this made Lucy smile

"No problem Ben, come on let's get Animo." the brunette boy nodded in agreement. As they landed on the oil tanker as Gwen, Max, Joel Camille joined them.

Gwen walked up the Ben. "Ben are you all right." The redhead asked. Ben replied with a thumbs up.

However their Reunion was short-lived when the mutated giant squid raised up from the depths to Attack that's when both Camille and Lucy changed into their humanoid sludge forms their hands formed into hammers as they started to smash the tentacles away, while Gwen used her newly mastered aerokinesis spell to keep the tentacles at Bay from her Joel and Max.

"Ben don't you think it's time that you went hero!" Gwen shout as she kept the tentacles at bay from her Max and Joel.

Ben gave her a firm nod as the Omnitrix glowed green. "Alright it's hero time." he slammed down the watch, however he turn into upgrade and sighed. "Aw man I wanted to go Ditto." He knew now wasn't time to complain, thinking fast upgrade turned his attention to a broken down crane. He jumped on it and took it over now in control of the crane upgrade used the hook to wrap around the tentacles be given the giant squid a nasty shock making the mutant sea monster Recede back into the ocean just then the omnitrix began to to blink red and then Ben fell luckily Max caught him.

"That was fast I guess going Ditto must have took a lot on the watch." he said as Max Put him down.

"He's not the only one that took a lot out of your watch!" They turned to see Dr. Animo who was riding on a green mutated form of stinkfly. "I have already incorporate its power into my own transmutation technology. Now I will lead this planet in a glorious new phase of Evolution.

"Oh yeah you would what Army!" Ben shouted.

"This one!" Animo replied. As his mutant stinkfly cloned 6 more copies of itself. "And this is only the beginning soon I will replicate all your aliens and populate the Earth with a new variety of species, but first a show of strength for those who would dare oppose me. And I think leveling up Beach town or two will get my point across." Soon he and his stinkfly copies took their leave.

"We got to do something before he wipes out the coastline." Max said.

"But Uncle Max there are too many and we don't have any plumbers gear." Joel commented.

"Well let's make some more of us." Ben said as the Omnitrix turn green. "All right we're in the green, It's about time this thing started working the way I want it to." He said as he transformed into Ditto.

"You three go ahead me and Camille and Lucy will follow you in the boat." Joel said as he jump of the oil rig onto his boat.

"Come on Lucy." Camille said following Joel to the boat.

Before following her cousin she walked up to Ben "Please be careful out there and come back alive." This confused Ben but gave her a firm nod to which Lucy smiled before following after Joel and Camille.

Gwen was able to find A piece of driftwood in the shape of a surfboard nearby. "All right Ben hold on this will be a bumpy ride." Gwen said as she cast her with that they took of with their grandpa following close behind.

Within 2 minutes or so they were able to catch up to Animo as the Dittos leaped off the driftwood then multiplied into 10 and attacked the mutated Stinkflys. however they were quickly overpowered as the mutants knocked them into the water. The 10 Dittos fused back into 2 Ditto and resurfaced as Gwen Swooped down and scooped them up.

"Remember when one of you all stubbed your toe, you all felt the same thing." Gwen said.

"We still do, and Joel said if one of us died the others would die as well." the Dittos said at the same time.

"So we destroy one of those stinkfly copies." Max added.

"it will be like destroying them all." the 2 Ditto said. " Which stinkfly do we attack?"

Gwen Facepalm herself. "It doesn't matter just pick one."

with that the Dittos from stinkfly to stinkfly until they came to the one Animo was on and grabbed it's wing stopping it from flying.

Animo noticed this. "What's going on!?." he turned to see it was the Dittos.

"your ride's over." They said as the stinkfly fell from the sky towards a speed boat the driver had jumped off the boat at last second both Animo and the Dittos hopped off the stinkfly as it crashed into the speed boat. At the same time The remaining mutant stink flies started to glow before they turned to slime and fell into the ocean.

While Dr. Animo shouted in anger "No no no!" before 30 Dittos surfaced.

"Okay how about a little one-on-one." they all said and grabbed on to Animo Piling on top of each other while was one sat on top. "Make that one on none."

Back on the beach, the Tennyson family watched as Animo was put into a police carrier.

* * *

"You think he'll Stay in jail this time Grandpa?" Gwen asked.

Max smiled and folded his arm "Even if he does escape me and Joel deleted all his files so he won't be replicating anymore Omnitrix DNA."

"and neither will I for a while I'm all Dittoed out right now I'm ready for a little bit of rest and relaxation." Ben said. '_And maybe a little bit of fucking Gwen later." _

"Yeah that was very exciting, but I want to relax and enjoy my the rest of the day." Lucy said as she stretched her arms out.

"Well we still have the boat how about we go out on the water for a while." Camille suggested with a big smile.

Everyone else nodded in agreement as they made their way back was the boat Joel rented.

The sun began to set and the seas were calm. Max Joel and Camille we're on the deck talking while Ben, Gwen and Lucy were below deck watching TV a show called Martin Mystery where 2 teenagers and a caveman traveled around the world facing aliens and Supernatural beings to save the day. Ben and Gwen couldn't help but laugh the show was so similar to what they have been doing all summer they were watching the first episode about when Martin, Diana and Java took on the boogeyman.

Lucy smiled "That was a great episode."

"Yeah I agree." Gwen replied.

"My favorite character is Martin." Ben said.

"I like Diana cuz me and her have a lot in common." Gwen said.

"Yeah I can say you two are very similar except for one thing." Lucy smiled.

Ben and Gwen looked at her with confused looks on their faces "What do you mean except for one thing?" redhead asked.

"This!" Lucy said as she grab the redhead's shaft Through her swimsuit making her gasp in Surprise as the blond giggled She began to massage it causing Gwen to moan in pleasure as her member became erect.

Ben was starting to panic. "Gwen what are you doing, This is a problem Lucy now knows that you're a shemale! You gotta do something!"

However Gwen smiled at him. "Don't worry Ben, Lucy already knows she found out when i was in the restroom at the beach and she's willing to keep my secret." this only confused Ben as he continued to watch Lucy stroke Gwen which made him hard.

However Gwen stopped Lucy who pouted. "Why did you stop me don't you feel good." Lucy questioned before Gwen leaned forward and whispered in her ear "Don't you want to have Ben alone while you and him are having fun down here, I'll go up to the Deck hypnotize both Camille and Joel to let you come along with us." This made Lucy smile finally she could be the man she loved.

"What are you guys whispering about?" Ben asked.

Both Gwen and Lucy smiled at him making Ben nervous till Gwen spoke. "Don't worry Ben it's nothing to worry about I'm going to go upstairs for some fresh air I'll see you two later." Gwen said as she got up went upstairs to the deck leaving.

Back on the deck of the boat Max was telling Joel and Camille about his Ben and Gwen's it comes with aliens and Earth criminals he was just finishing up telling them about how they were able to defeat Vilgax which left them both speechless.

"I can't believe you guys were able to beat Vilgax he was one of the toughest enemies of the Plumbers. man uncle Max you and my cousins are having the weirdest summer I've ever heard of." Joel said

"Any weirder than you marrying an mud alien like me." Camille commented.

"Okay you got me there," Joel admitted.

Max chuckled. "Yeah I wouldn't expect this summer to be still how do I say exciting but what are you going to do people always tell me life is full of surprises." he said as the married couple nodded it agreement. as they continued to talk when suddenly Gwen came up from The deck rubbing her eyes as if there was something wrong with them.

"What's wrong Gwen something in your eye." Joel asked.

"I don't know Joel can you and Camille look into my eyes and see if there's something in them." They both nodded Unaware of Gwen's true intentions. '_That's right Take a good long look into my eyes.' _she thought to herself As her eyes began to Glow that's both Camille and Joel they were transfixed in there gaze Their eyes whited out And had blank looks on their faces.

"Gwen what have you d…." however Max didn't get the Finish his sentence as Gwen snapped her finger as his eyes suddenly whited out and had a blank look on his face.

Gwen smiled. "This is too easy." the redhead said as she began to "convince" Joel and Camille.

Meanwhile with Ben and Lucy it was awkward to say the least and both of them wait for the other to talk tell Lucy broke silence. "um… so you and Gwen are in a relationship right?"

Ben was a little nervous but he answered "Yes we are it was a little weird as we started out but we got over some differences like her having a dick."

Lucy wasn't usually the shy one she was always so cheerful and open minded however this was the boy she had a crush on no not a crush she was in love with.

However she had to say it so she swallowed nervously and spoke. "Ben I have something really important to tell you." she said as she crawled over to him as she was inches away from his face causing both of them the blush.

"What is it Lucy?" Ben asked

Lucy gave Ben a passionate kiss wrapping her arms around his neck. Ben Quickly came to his senses and kissed her back, his hands down her back slowly before he coupled her ass cheeks In his hand squeezing them gently as Lucy moaned into the kiss.

As the pair remained in their embrace with Ben who began to show his dominance not only by continuing to feel around Lucy but also pushed his tongue in her mouth. the disguised sludgepuppy Couldn't help herself as she moved her hands up and down his chest Cheeks flushing at feeling his muscles.

Breaking from the kiss Lucy and Ben Smiled lustfully at each other before they both stood up And look into each other's eyes they both felt it the same Spark they felt when they danced with each other Before Lucy smiled and pointed to her shoulder straps. "Oh hero boy do you mind helping me undo this?" Ben smiled and nodded As he slowly undid them. as her swimsuit fell to the ground. Ben blushed at the sight of her gorgeous body and Lucy knew that he was enjoying the sight.

"Now why don't we take care of those shorts."Lucy said as she fell to her knees as she grabbed a hold of his swim trunks as she pulled them down suddenly his manhood sprung out hitting Lucy on her nose. "Wow are we lively tonight did you get this hard because of my body?" before Ben could reply Lucy began to stimulate his manhood making Ben moan pleasure.

"Oh fuck Lucy… keep… going." Lucy obliged as she continued to stroke him slowly as pre-cum began to emerge from the tip. Lucy licked her lips at the sight of the liquid as she began to like to tip of his cock making Ben moan even louder the taste of his liquid made her even more horny as she engulfed it as Lucy began to suck his member hard this made Ben snapped his head back in pleasure while she continued to service him as she began to pleasure herself when his balls started too tight. "Oh fuck…Lucy I'm going to cum!" he warned her as he came in their mouth Lucy close your eyes and Savored the texture and flavor of Ben cum as it continued to fill her mouth she removed her mouth from Ben's member and took a big gulp as she swallowed the essence to which she coughed.

"Lucy are you alright." Ben asked.

Lucy caught her breath as she smiled at him. "Yeah I'm fine I'm just not used to swallowing a big load like that don't worry I'll get used to it in time."As she walked past him swaying her hips in a Seducing way. Make Ben hard again As she sat on the couch spreading her legs giving Ben a good view of a Womanhood. "All right my hero boy lover how about you return the favor and Pleasure me." The blond gave Ben a cocky smile.

However Ben gave her a menacing smile which Kind of scared her she was about to see a more Dominant side of the brunette. Ben decided skip the foreplay as He began to roughly lick her clit making the blond girl whip her head back in pleasure "Oh… fuucck… this is sooo... Goood!" she began shout and moan while suddenly stuck two fingers into her vagina make her scream in pleasure that when Ben began to lick and suck her womanhood make her scream at the top of her lungs, as Ben continued to thrust his fingers in and out of her Lucy felt a strange feeling well enough inside her "B-b-Ben I… think I'm…going to…" she was about to say before Ben interrupted her. "Don't hold back Lucy let it all out." she did as she was told arching her back as she came on Ben's face as he opened his mouth and began to drink her juice For a mud alien she tasted sweet.

Lucy had a dumb smile on her face drool drip down from her mouth as she continue to breathe heavily Ben licked his lips and smiled at her. " who knew you had it in you Lucy to cum that hard."

before her have her a cocky smile. Lucy let out a squeak as Ben picked her up in Bridal position making her blush as they both stared into each other's eyes as their skin trust each other making them both blush Ben smiled. "now how about we make it official." Lucy gave him a cheerful Smile as she frantically nodded her head with that said he carried her into the living quarters and laid her flat on the bed before he hovered over her spreading her legs. "Ben please be gentle with me it's my first time." Lucy blushed she was usually never this shy has Ben leaned in and gave her a reassuring kiss. " don't worry I'll be gentle" he gave her a warm smile. as he rubbed his member against her Womanhood making Lucy tense up the feeling unlike anything she's ever felt before but this was just foreplay is she knew he was about to get to the main event.

"OK Lucy this may hurt a little so tell me when it's too much and I'll stop." the wielder of the Omnitrix said as he began to penetrate Lucy's Virginal hole however Lucy didn't scream all she did was moaning pleasure. " um... Ben I forgot to tell you that we sludge puppies don't have hymens." she blushed Ben was okay with that at least she wouldn't feel pain at all as he began to thrust increasing Lucy's pleasure as her walls began to squeeze down on his member making him moan in pleasure as well "Fuck... Lucy you're... so tight…" he said as he increased his speed making Lucy arch her back in pleasure.

"Fuck... Ben your so hard... you are... reaching the... deepest parts of my pussy…" she moan between words

However Ben felt himself getting close and he could feel that Lucy was as well.

"Lucy... I'm… getting close…" he moaned as he felt his orgasm Drawing Near.

the disguised mud alien felt the same way as she felt her orgasm getting close. "cum inside me ben! Let's make some half human half mud alien hybrids before Joel and Camille do!" she shouted wrapping her arms around his neck then wrapped her legs around his waist to keep him from pulling out. they both screamed in pleasure as they both came at the same time as Lucy's juice coated Ben's manhood while Ben's seed flooded her womb the were both covered in sweat as the smell of sex filled the room. Ben who pulled himself out of Lucy fell forward before rolling on his back as his seed slow oozed out of Lucy's womanhood they both breathed hard before Lucy rested her head on his chest as he wrapped one arm around her as he stroked her hair making her purr like a cat.

"that was incredible Ben I never felt so good in my life." Lucy said as she snuggled into his chest.

this made Ben smile. "you know what Lucy back when we first danced I felt a spark between kinda silly don't you think."

Lucy's eyes widened she couldn't believe what she was hearing he felt the same thing that she felt. "no it's not silly because I felt the same thing." this caught Ben's attention as he looked at the blonde girl in Surprise they both looked into each other's eyes for a minute as they close the gap between them and gave each other a passionate kiss.

"I'm In Love With You Bed and I can tell you feel the same way but there's one problem we're cousins by marriage that's why I have having mixed thoughts…" she frowned but then her frown turn to a smile. " but thanks to Gwen's magic we can be together right don't you like me."

Ben nodded his head. " I love you and even though Gwen's a shemale I love her too so are you really okay with this Harem project if I know Gwen she already told you."

Lucy gave him a tired yawn. " I already agreed to it as long as I'm the alpha of the normal girl side now how about we get some sleep."

Ben gave her a firm nod as he wrapped his arms around Lucy while she wrapped her arms around him as they both fell asleep in unaware that Gwen had been watching the entire time '_that was so hot and it seems like they finally admitted their feelings for each other now that Joel and Camille Lucy's parents are okay with her coming along not to mention Grandpa. me and Ben's Harem project is going off without a hitch_.' she thought to herself. as the redhead looked at the clock and saw that it was late "Well time to hit the hay." she whispered to herself as went of to bed.

The next day thanks to Gwen's "persuasion" Lucy was now able to come with them as the redhead had not only hypnotized Joel and Camille she also hypnotized Lucy's parents over the phone after Camille contacted them.

they all were in front of the rust-bucket saying their goodbyes.

"See you later Uncle Max." Joel gave Max a firm handshake.

"Make sure Lucy doesn't get into any trouble." knowing full well what Lucy was capable of. " Lucy have you got everything from the hotel that you need."

"Yep suitcase full of clothes toothbrush pajamas everything." Lucy said as she gave Camille one last hug before carrying the suitcase into the rustbucket.

After saying their last goodbyes Joel and Camille saw them off as the rust-bucket left the area meanwhile inside the rust bucket Lucy had just put her suitcase in the storage closet.

as she turned around she noticed Ben and Gwen starting to strip off their clothes which made her blush. "Um... what are you guys doing."

Gwen giggled as she removed her shirt shoes and socks as Ben followed her lead "oh I forgot to tell you we take off our clothes when we're in the rust bucket." she took her pants and panties which revealed her 6 inch member.

However Lucy just Shrugged it off as she follow their lead. she took of her star shirt as she revealing her pink nipples then unzipped and pulled down her skirt before kicking it to the side final she kicked off both her socks and shoes. The sight of Lucy naked made both Ben and Gwen hard which made Lucy giggle.

"so aren't you guys worried about Max bothering you or anyone looking through the windows." the blonde asked with a smile.

Ben smiled "don't worry Gwen hypnotize Grandpa so he's okay with us being nudist in the rust bucket and it doesn't bother him also Gwen cast a spell on the rust bucket no one will see us naked they'll think that we're still wearing our normal clothes when they look inside the windows think of it like a trick mirror." after he finished explaining Ben took out his game console. "So whos up for a game of sumo slammer."

"No thanks Ben i have some serious reading to do." Gwen said as she grabbed her spellbook before sitting down the she spread her legs giving the both Ben and Lucy a good view of her cock.

"Well okay, what about you Lucy." he asked the naked sludgepuppy. To which she responded with a nod he tossed her the second controller and she caught it before sitting next to him as the waited for it to boot Lucy began to stroke Ben's member as he returned the favor by rubbing her pussy.

Gwen smiled at them before she thought to herself. '_Aww young love_.'

* * *

Phew that was a long chapter to write i hope you all enjoyed and thanks to thoses who follow and favorite this story it really helps please review your thoughts and if you wish to help if you want PM me till next chapter see you later.


	3. Chapter 3

**Disclaimer: I don't own Ben 10. **

Chapter 3: **Back to summer school**.

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It was 7:00 am in the morning. 2 days have passed since Dr. Animo was arrested, and Lucy had joined the road trip and harem. As Max drove the Rustbucket. While Ben and Lucy who were both naked as the day they were born, sleeping in each other's arms while Ben's dick was deep in Lucy's pussy. while Gwen who was wide awake and also naked was looking at the roadmap, she saw that they were near Bancroft Academy the school she tried to get into. But because of Ghostfreak and the circus freaks, she was not enrolled. The redhead then remembers Tiffany the girl who gave them the tour of most of the school. She then smiled at the thought of that snobby annoying girl sucking on her dick and herself fucking the black haired into submission and being forced to carry her children. She decide that the next addition to the harem would be Tiffany, since Ben had Lucy she would have Tiffany to herself although Ben could use her as well but she would claim her first, however getting into Bancroft is not going to be easy they probably won't allow them to enter after the ghost freak fiasco the redhead began to think of a way to get back into the Bancroft. she turned and looked at Lucy then it hit her like a ton of bricks. she would have the disguised sludge puppy pretend to want to enroll into school, then once they get Tiffany off guard they would drag her into a nearby room then fuck the snobby girl. Luckily Gwen still had the principal's number and with her mind control spell she could 'persuade' him to give Lucy a chance, The redhead got out her cell phone made the call.

**12:00 pm**

It was noon, and Gwen had explained her plan to Ben and Lucy the brunette boy was ok with the plan however Lucy was a little iffy about the idea.

"I not so sure about this idea." Lucy nervously said. She didn't like boarding schools, they always thought themselves better than others and a lot of them had terrible and tacky dress codes Gwen had shown her the schools uniforms and it made Lucy make an uncertain face. Ben saw she was nervous he suddenly hugged her from behind sliding his shaft between the blonde's legs make it grind against her Womanhood causing her to squeak like a mouse and blush in surprise.

"Don't worry you'll do fine," Ben said to the blonde. "You're not really going to apply for that snobby school. We're going there to claim a new fuck toy."

Lucy smiled as she rubbed the back of her head against Ben's shoulders purring like a kitten.

Gwen clapped getting both Ben and Lucy's attention. "All right my lovers, we have 30 minutes before we get to Bancroft Academy," she informed them before she continued. "I used my hypnosis spell to 'persuade' the principal to allow us back on the campus so Lucy can get a tour of the school and Tiffany has been assigned to be the tour guide again so let's lay down some ground rules for Tiffany and the school."

The redhead said as she raised one finger "First off I'm going to claim Tiffany first Ben." This made brunette boy pout but he nodded as she held up her second finger. "Second you two have to be on your best behavior if we mess up we will never get a chance again." both Ben and Lucy gave her a firm nod, However, Lucy raised her hand.

"Yes, Lucy," Gwen said.

"So how are we going to get Tiffany alone? I mean the school is filled with a lot of students and teachers we may get caught." The blonde was right in order to get Tiffany they would need to be careful not to get caught.

Gwen gave Lucy a reassuring smile."Don't worry I got it covered."

**Timeskip 30 minutes**

The rustbucket had arrived at Bancroft Ben, Gwen and Lucy who were now all fully clothed exited the RV while Max 'decided' to stay with the rustbucket while the kids took the tour.

Max smiled. "If there's any trouble call me and all three of you be on your best behavior," he said as he drove off to find a parking space. As the trio enter the school. They came across Tiffany who was waiting for them however she didn't look happy to see Ben and Gwen.

The black haired girl frowned crossing her arms. "Hmph, I can't believe our principal would allow you two back in the school. After what happened last time and here you are, again trying to ruin our school's reputation even more." Gwen and Ben were both annoyed by the girl's snobby attitude.

Gwen frowned. "Trust me we don't want to be here, we're only here because our cousin's parents wanted us to take Lucy here. So let's just get this over with." she lied Sounding very convincing Tiffany just ignored it and started to walk away

'_you better prepare yourself Tiffany for when I'm done, you won't be able to live without my cock in your pussy.' Gwen thought to herself. She, Lucy and Ben followed after her._

**15 minutes later.**

The tour was boring Ben and Lucy felt like falling asleep but they knew especially Lucy they have to be on their best behavior. With pride and snobbiness, Tiffany continued to tell Lucy about the school and its reputation as they entered an empty classroom. The room was quite large it could fit about 30 people. As they left, Gwen who snuck back in she grabbed a blank piece of paper and a permanent black marker and office tape she wrote 'Out Of Order' the redhead quickly pocketed the paper before rushing to join the others but she only saw Ben and Lucy but Tiffany was not with them.

"Where's Tiffany?" Gwen asked

Ben and Lucy smiled and pointed to the girl's bathroom. Gwen smile it was almost too good to be true now was time to put their plan into action as she showed them the out of order sign she drew and they gave Gwen a mischievous smile.

"So is Ben coming too?" Lucy asked. Gwen replied with a firm nod as the redhead kept watch as both Ben and Lucy slipped into the bathroom the redhead used the tape she got from the classroom earlier and taped the sign to the center of the door. She took one last look around before she entered the bathroom. As they entered the restroom hard to believe It was so... clean. The restrooms had 7 stalls that were colored red the walls painted white the floor was made of white tiles, finished looking around Gwen quickly began to cast her spell to make the room soundproof her hands began to Glow blue as the room glowed for a second.

As she finished the spell Gwen whispered to her lovers "Ok guys that should do it now I want both of you to hide over there in the first stall don't come out until I tell you to." Ben and Lucy gave her a firm nod and quietly snuck into the first stall.

At the sound of a toilet flushing she knew Tiffany was done using the restroom as the snoopy girl exited the fifth stall she saw Gwen standing there and frowned at the sight of the redhead "So your in here huh well once this tour is over I hope I will never see you or that annoying cousin of yours ever again." Gwen frowned while Tiffany closed her eyes enjoying the cold water against her fingers she failed to notice Gwen getting closer to her in a swift motion the redhead groped both Tiffany's breast's making the black haired girl gasped in shock before she moved away.

She looked at Gwen in anger. "What do you think you're doing?!" she shouted unknown to her Gwen's spell was in effect canceling the sound of her voice.

Gwen looked at her hands and smiled "Hmm, I say you're a c cup which is pretty rare for a 10-year-old girl." as she walked towards Tiffany who was moving backward until her back hit the wall. "You better not come any closer… I'll scream and someone is bound to enter this restroom," she said.

However Gwen didn't halt her approach she grabbed Tiffany's arms and pinned her to the and gave her a vicious smile "Go ahead and scream all you want, no one's coming in here to see or save you from what's about happen." this made Tiffany feel even more nervous. "You can come out now," Gwen called out just then Ben and Lucy exited the stall they were hiding in Which shocked Tiffany she understood Lucy but Ben was in the bathroom. "You three better keep your distance!" she threatened.

Gwen chuckled. "No, you are our new toy so we're going to have a lot of fun with you." she turned to Ben and Lucy who were ready to start having fun. "Now let's get rid of that uniform." Tiffany was both scared and angry Gwen let go of Tiffany's arms. "Don't even try to escape Ben, Lucy undresses her." the redhead ordered as Ben and Lucy walked towards the black-haired girl who knew she was going to get raped.

Tiffany begged "Please don't, I'll do anything don't undress me." she pleads to her captors, the back black haired girl was scared she was about to forcibly get undressed in front of the three but one was a boy.

Lucy smiled and shook her head no, Tiffany's eyes widened in fear as Lucy unbuttoned her blazer. Tiffany tried pushed Lucy away body Which made Lucy angry, the disguised sludge puppy slapped Tiffany across the face making her fall to the ground. which made Ben and Gwen flinch they weren't expecting that. As for Tiffany, she held her cheek in pain she began to cry before Lucy spoke.

"No more pushing or I'm going to do more than just slap you now be a good girl and stand there while we undress you got it," she said in an authoritative voice. Ben and Gwen felt themselves getting hard, they never seen this side of Lucy before and they had to admit they liked it.

Lucy gestured for the black haired girl to stand back up and raised her arms over her head. Tiffany knew she had no choice but to accept her fate. she nervously stood back up and raised her arms, the while the blonde took off her school blazer before throwing it to the floor, followed by her white long sleeve shirt all that's left was her lavender bra.

Tiffany blushed and tried to cover herself but Lucy yanked her arms away and gave her a death glare warning her to follow orders. The black haired girl sighed in defeat and dropped her hands to the side as Lucy unclipped Tiffany's bra off revealing her c cup breasts making Tiffany blush deep red before Lucy tossed the bra to Gwen.

"Here you go Gwen, I want you to throw this away I don't think she'll need it." the redhead smiled before she walked to the garbage can she smiled and turned to show Tiffany her bra before throwing it in.

"All right my turn," Ben said as Lucy smiled and stepped to the side giving Ben room for his turn. In a swift move been reached behind in groped Tiffany's ass cheeks which made Tiffany let out and subconscious moan it's made Ben, Gwen, and, Lucy smile she was starting to enjoy it. The brunette boy continued as he unzipped her skirt and grabbed hold of it and her wet panties before pulling them down. This made Tiffany cover her face in embarrassment and shame as Ben gestured to her to step out of her panties she knew she had no choice and did as he commanded then quickly took both her shoes and socks off leaving Tiffany completely naked Ben grabbed her panties and gave them to Lucy who tossed them into the trash.

With tears in eyes, Tiffany let out one last desperate plea "please… (sniff) don't rape me..." she whimpered as the tears flowed down her cheeks.

"Oh no… I'm not going to rape you." Ben stated.

Tiffany sighed in relief however she anticipate what she was about to see next Gwen stepped forward as she gave the black haired girl a lustful smile before the redhead began to undress starting with her shirt revealing her a cup chest before she kicked off her shoes and took her socks off and last but not least she pulled her pants and panties down Tiffany was shocked to see that Gwen had a dick and balls in all.

"Y-Y-Your… a… boy?!" she blushed at the sight of Gwen's semi-hard member.

Gwen smiled. "It's not Ben that's going to rape you, it's me," she said. As she grabbed Tiffany by the shoulders and forced her to the ground making her eye level with the redheads Tiffany could smell the Aroma started to make her dizzy as her Womanhood began to leak onto the floor.

"oooooh… I see someones getting excited. However, we should start with a blowjob and if you bite it then I will slap you hard you got it! "Gwen said as the forced her dick down Tiffany's throat make her making her gag and choke on it. Before she pulled back taking Gwen's member out of her mouth she began to cough. Gwen frowned Ben and Lucy took her cock on the first try, she had a feeling it would be a while before the snobby girl could do it right.

"Oh come on you can do better than that." the redhead taunted her all Tiffany could do was looking at her. "start licking my dick or I'll force it down your throat again." Tiffany hesitantly reached out and grabbed Gwen's member before she starts to stroke it slowly making Gwen moan In pleasure as pre-cum began to seep from the tip Tiffany slowly leaned forward be she licked the tip-earning another moan from Gwen as she engulfed it and began to suck it.

The sight of this made both Ben and Lucy horny.

"Hey Ben you feel like having a little fuck?" the blonde smiled rubbing her thighs together.

Ben was already one step ahead of her as he removed his shirt pants underwear shoes and socks revealing his semi-hard member Lucy drooled at the sight and quickly removed her shirt, skirt, panties shoes and socks leaving herself naked while making Ben blushed.

'no matter how many times I see her naked I never get tired of seeing her figure.' Ben thought.

Lucy got her knees then she began to lick the tip-earning a moan from Ben before she completely engulfed his member and bobbed her head up and down. Lucy increased the pleasure as she reached around ben as slowly forced her finger up Ben's ass hole making him tense up as his dick became harder.

Ben felt himself getting close. "L-L-Lucy... if you… keep doing… that I'll… cum." Lucy removed herself which confused Ben.

"Why did you stop?" Ben asked disappointed he wasn't able to ejaculate.

The blonde smiled. "Remember when I said I wanted to make half sludge puppy, half human children with you." she sat on the cold floor before spreading her legs giving the brunette boy a good view of her drenched womanhood. "I want all your sperm in my womb, and we're gonna keep doing it until something grows in my stomach."

Ben smiled though he was a little iffy about having children at a young age then again his parents always did wanted grandchildren might as well give them some.

Ben smiled at her. And got to his knees aligning his member with Lucy's womanhood "Okay Lucy let's make some half-alien children." he said before he forced his manhood into the blonde's threshold make cry out in pleasure. As Ben grabbed her hips and began to thrust in and out of her with. Lucy could feel her orgasm drawing near Ben leaned over and kissed her on the lips with passion, to which Lucy gladly returned with equal passion. she wrapped her arms around his neck and her legs around his waist to prevent him from exiting her.

Ben felt his ball tighten he pulled back. "L-L-Lucy… im…. Going to... Cum."

Lucy smiled as she felt her orgasm approaching too. "Go ahead! Ben! Give me your children!" with one final thrust Ben and Lucy came at the same time Lucy's eyes rolled back into her head as drool came from her mouth she had a satisfied look on her face as she hugged Ben close while the brunette boy did the same.

Lucy smiled and whispered, "I love you, Ben Tennyson."

Ben smile and whispered back. "And I love you, Lucy Tennyson." Lucy's smile grew. '_Lucy Tennyson now that has a ring to it.' _

Meanwhile with Gwen who had overheard Lucy about how she wanted children with Ben. She then looked down at Tiffany who was still reluctantly sucking her off, Gwen smiled and grabbed her by the hair the removed her member from Tiffany's mouth. This confused the black haired girl '_Why did she take it out? I was doing fine right?' _Tiffany thought before her eyes widened_. 'What am I saying? here I am being forced to suck the dick of a shemale, and I'm worried about pleasing her.' _Tiffany thought as continued to look up at Gwen who had a lustful smile.

"Ok now for the real fun," Gwen said pointed to the wall behind Tiffany. "Against the wall now! and make sure you spread your legs." The black haired girl knew what the redhead was thinking of, and shook her head showing she was still a little defiant.

Gwen frowned this little bitch still had some fight left in her, she could always use her mind control spell on her, but that would be boring. And the one thing about people like Tiffany they always worry about appearance. 'time for a little intimidation' Gwen thought to herself.

Gwen smiled viciously "Ok if you don't want to fuck, then I'll just settle for shaving your head bald."

Tiffany's eyes widened in fear. 'she kidding right?' she thought in horror

Gwen used her magic to teleport shaving cream in her right hand and blue 5 blade razoring in the left the black haired girl was scared now she was surprised that the items appeared out of thin air.

As if Gwen read her mind. "I learned a few tricks since I've left. So what will it be? Will you let me fuck you? or will I have to shave your black locks off? the choice is yours."

Tiffany felt like she was between a rock in a hard place she didn't want to get raped but she didn't want to be bald either. She lowered her head in defeat with a sadden look and spoke. "Alright… you win." she sobbed. Gwen smile victoriously and made a hand gesture for Tiffany to come to her the black haired girl nervous walked over to the redhead until she was 2 inch in front of Gwen, Tiffany could feel Gwen's member against her snatch she blushed and moaned at the touch. In an unexpected move, Gwen forced Tiffany into a deep passionate kiss the black haired girl's eye widened from the sudden kiss and tried to push away however Gwen used her right hand grabbed the back of Tiffany's head to keep her from pulling away and to deepen the kiss. While the redhead used the left to grab Tiffany's lower back as she forced their lower halves together making Gwen's member grind against Tiffany's womanhood.

Causing Tiffany to blushed deeper before Gwen force the black haired girl against the cold tiled wall. Tiffany's spine shivered from the contact, While Gwen forced her tongue Into Tiffany's mouth, the snobby schoolgirl could feel the redhead's tongue brush against her's. As their tongues battled from supremacy for Tiffany it was a losing battle as Gwen pulled her tongue out leaving a thin line of saliva between them as they both began to catch their breath.

"Alright time for the main event," Gwen said as she parted Tiffany's legs.

"Wait! I'm not ready yet." Tiffany exclaimed, however, Gwen ignored her as she slowly forced her member into Tiffany's folds making the black haired girl scream in pain

"I-it hurts…" Tiffany gritted her teeth. As she felt Gwen reach her hymen the school girl's eyes widened as Gwen gave one final thrust the black haired girl bit her lips to prevent herself from screaming as her purity was taken from her forever as streams of tears leaked down her cheek her innocence, her first time was taken away from her.

Gwen smiled as she began to thrust, which made Tiffany's eyes widened "No don't move yet." she said trying to get Gwen to stop. The redhead began to thrust harder making the snobby schoolgirl scream to the heavens.

Gwen smiled lustfully "Whos your daddy! Tell me!" the redhead yelled at the black haired girl. As Tiffany began to smiled as her mouth hung open drool began to drip from her mouth she unconsciously wrapped her legs around Gwen's waist while the redhead grabbed Tiffany's ass as she continued to thrust,

'_Why does this feel so good?' Tiffany questioned ad she began to huff and wheeze. _

"Feels good doesn't it?" Gwen asked with a cocky smile.

Tiffany who still had a dumb smile on her she shook her head but inside she was starting to enjoy the feeling of cock In her pussy.

Gwen felt her balls tightening as she began to thrust even faster Making the snobby schoolgirl wheeze and snort like a pig. While Tiffany could feel her orgasm approaching.

"I… I'm going... to… cum." Tiffany's eye widened she knew exactly what that means as she learned in sex ed if Gwen cums inside… with that thought, she began to twist and turned trying to get out Gwen's grip how the redhead was too strong.

"No please, not inside I'll do anything but not inside." Tiffany desperately plead.

Gwen smiled. "Anything?..." Tiffany stared into Gwen's eyes hoping she changed her mind.

The redhead smile whispered in Tiffany's ear. "Then bare my child." the schoolgirl's eyes widened in fear as Gwen thrust as fast as she could making Tiffany scream in pleasure as the snobby girl cam hard.

Tiffany's mouth was wide open as her tongue stuck out. "No no noooo I don't want to be a mother." as the said that Gwen released her seed into Tiffany's womb making the schoolgirl give out one last scream. Gwen smiled as she lowered Tiffany to the cold floor her eyes still wide In shock.

'_I can't believe it, I was raped and I'm going to bear the child of a shemale, I'm going to be a mother at the age of 10.' _She thought to herself as she fell into unconsciousness with a frown while she cried.

Gwen took a couple of breaths as she regained her senses as the redhead smiled at the unconscious girl before her. '_She's all mine now.' _Gwen turned to see Ben and Lucy smiling at her.

"Well mission complete," Lucy said with a smile.

Gwen smiled and nodded.

"So what do we do now we can't take her with us can we?" Ben said crossing.

Gwen simply smiled at him. "Don't worry the principle wasn't the only one I hypnotized while we the two of us were on the phone I sent my magic through and it should have affected the whole room and staff." the redhead stated as she gathers her and Tiffany's clothes before putting them into a pile with Ben and Lucy. "Also while we were taken the tour I had them move Tiffany's things to the rustbucket and they probably signed her out by now."

Lucy and Ben nodded as the redhead picked up the unconscious girl in bridal style as she whispered her teleportation spell and a second later they were in the rustbucket they looked to see grandpa max sleeping at the driver's seat.

Ben was a little wobbly not being used to teleportation. Lucy grabbed onto him and helped keep his balance.

"Thanks, Lucy," Ben said.

The blonde smiled. "You welcome Ben."

With Gwen who looked down at the girl in her arms who was unconsciously nuzzling her head into the redhead's chest which made Gwen smile.

"So what do we do now?" Lucy asked.

"Well first we are going to Tiffany's house to "convince" her parents to have her come with us," Gwen said as she walked over to the bunk bed and gently placed the sleeping girl on it. "I'll not only hypnotize them to let her come with us, but they will also move to Bellwood." before she gave them up we can smile. "Not to mention I'm up for a little milf fucking."

After waking Max up they made the trip to Tiffany house thanks to Gwen's new mind reading spell she was able to find out that Tiffany's house and neighborhood were 30 minutes away from Bancroft so they cleaned up Tiffany and themselves and got dressed.

And just as they began to approach the neighborhood Tiffany began to stir her eyes fluttered open.

"Where am I?" she asked herself then she suddenly remembered. She looked at herself and saw she was wearing her school uniform.

"Well look, my little bitch Is awake," Gwen said as Tiffany's eyes widen as she realized she was in the Tennyson's RV.

"Why am I here you know this is kidnapping," she shouted.

Which made the three chuckle the black haired girl's eyes twitched In annoyance

the snobby girl shouted at Max. "Hey old guy do you know what your grandchildren did to me, they raped me in the restroom area you going to let them get away with this?" however Max ignored her and kept driving.

Gwen smiled. "He's ok with it, so you better get comfortable being in this RV cause once we pick up some clothes at your house your coming with us."

Tiffany snorted. "Hmph, there's no way my parents with ever agree to this one we get to my house they'll have you arrested."

Lucy chuckled. "Oh don't worry your mommy and daddy will be thrilled to let you come along."

Tiffany looked at them in confusion as they parked in front of the schoolgirl's house and saw one car in the driveway which means ether Tiffany's mom was home.

Gwen smiles and turns to Ben and Lucy. "Alright, you two stay here and keep her quiet while I go and persuade her mom to let her come." Before the redhead looked at Tiffany and smile while reading through her mind she had found out that the black haired girl dad had died from a car accident which left her and her mother in pain but thanks to her Ben and Lucy the two will find new happiness in Bellwood. "oh and not to mention get her to move to Bellwood so say goodbye to this neighborhood and Bancroft"

Tiffany looked at her with anger. "You can't do that, I worked hard to get into that school and I am not a Shemale and her stupid lackeys do this too," Tiffany said as she tried to leave the rustbucket how however Gwen had other plans.

The redhead smiled as she simply said. "Stop!" all the sudden Tiffany stopped as her hand was an inch away from the door noob.

The black haired girl tried to move but her body refused to move. "What did you do to me?" she said.

Gwen smiled as she walked up to her and smiled. "I used my mind control spell on you while you were out cold so your body is under my complete control I left your free will so you are aware of who owns you." she finished speaking as order tiffany to go to the bunk bed the black haired girl tried to resist but her body continued to follow Gwen's command the black-haired girl reached the bed and sat down she looked at Gwen with a frown.

Gwen smiled at her. "Now sit there and be a good girl," she said to Tiffany like she was ordering a dog this anger the black haired girl.

The red-head turned to her cousins and smiled before she whispered so Tiffany wouldn't hear them. "Ok, once they are under my control, you two bring her into the house so we can do a little milf and daughter fucking," she said with a kinky voice.

"Hey, Gwen can I fuck her mom," Ben whispered.

Gwen gave him a naughty smile. "Ooooh, you want to get her mom pregnant with your child don't you?"

Ben gave her a lustful smile. "Ooooh yeah." the thought of an older woman carrying his child made his member harden.

Lucy frown glared at him. "You're not allowed to impregnate anyone till you knock me up first."

Ben replied with puppy dog eyes. "Oh come on pleaaase."

The disguised mud alien smiled she just couldn't resist that face. "Ok, you can get her mom pregnant… but in exchange, we have sex for 2 hours straight." Ben smiled and kissed her cheek making her giggle.

Gwen who was ready to exit the rustbucket. "Ok, you two wait here and bring her in when I signal from the door." Ben and Lucy nodded as she exited the R.V and began to walk up to the house.

She reached the house and knocked on and soon came out was a woman that looked like an older version of Tiffany she was wearing dark purple top and matching skirt. '_Now I know where she gets her looks from.'_

The older looked at Gwen with curiosity. "Hello and who might you be?" she asked with genuine kindness which made Gwen smiled. _'She is much different from her daughter.'_

"My name is Gwen Tennyson I'm a good friend of Tiffany she said I meet her here Mrs. Tyler." the red-head said hiding her true intentions. (I don't know Tiffanys last name she doesn't have one in the show so I gave her one.)

The older woman smiled. "Oh no call me Amy and Tiffany's not here yet, but her school bus should be here in 10 minutes come in," she said unknown that her daughter was the in the R.V she walked back into the house with the red-head following after.

As they entered the house Gwen began to blink and rub her eyes like she had something in them.

Amy looked at her with concern. "Are you ok?"

Gwen opened her eyes and pointed at them. "Is there something in my eyes?" asked baiting the unaware widow, Amy leaned forward as Gwen's eyes began to glow the black-haired woman couldn't look away from her gaze the older woman eye whited out.

The redhead smiled, "too easy." As she groped Amy's left breast to with her left hand. '_Nice she has D-cup breasts, ok time for some preparations.'_

**5 minutes later.**

Ben and Lucy were both wondering what was taking Gwen so long especially with Tiffany annoying whining.

Lucy was about to tell her to shut up once again till she and Ben saw Gwen giving them a wave so they could move Tiffany into the house.

Lucy walked up to the girl before tossing tiffany over her right shoulder.

"Hey! Put me down this is undignified!" she yelled in anger and was surprised that how strong the blonde was as she ben and Lucy exited the rustbucket they made it to the house and enter and shut the door behind them.

"You aren't getting away with this! My mom will call the police!" Tiffany shouted as Lucy placed her on the couch.

"Oh don't worry, I talked it over with your mommy and she is ok with you two moving and you being my slave." the red-head said.

The schoolgirl was confused to what did Gwen meant.

Gwen clapped her hands together with the three other kids in the room turn to the sound of footsteps came into the room was Amy naked as the day she was born this shocked Tiffany to her very core while Ben and Gwen got Hard from the sight.

"Mom! Why are you naked! put some clothes on!"

However, Amy shook her and smiled. "Sorry, Tiffany I can't." as she moved close to her as she stood over Tiffany while playing with her breasts.

The schoolgirl looked at her mother's body and she began to blush. _'Wow my mom is so hot I wonder if I'll be that hot when I'm older.' _she thought. _"What am I saying! She not acting of her own free will that dumb shemale did this to her!"_

"Hey, Gwen can I fuck her now," Ben asked feeling him get turned on by the milf's hot body.

"Be patient Ben I want to add a little mother-daughter fun time," Gwen said. "Now Amy undress your little girl for me." the milf nodded and looked down at her daughter.

"Mom please come to your senses." Tiffany whimpered as she tried to get through to her mother.

The milf ignored her and began to undress her Tiffany tried to move but thanks to Gwen's mind control spell she had no choice but to sit still.

Amy started with Tiffany's blazer and her white shirt which and saw that she had no bra on the milf gave her daughter a perverted smile. "Oh my, you have no bra on what a dirty daughter you are," Amy said as she licked Tiffany's left nipple making the schoolgirl gasp in surprise and pleasure.

Tiffany got a hold of herself. "It was them they threw my bra and pantie away," she replied as her mother took off her skirt revealing her slightly damp pussy and finally her shoes and socks, in an unexpected move she lowered her head and began to lick Tiffany's womanhood making the now naked schoolgirl gritted her teeth and arched her back in bliss as her mother continued to lap up her perverted juices after five minutes Tiffany began to huff and puff as her orgasm drew near she tried to hold it in but she screamed at the top of her lungs as she climaxed all over her mother face.

"Oh, my what intense climax you had my little girl," Amy said as she climbed on the couch placing her pussy in front of her daughter's face "it's your turn to make mommy feel good." without hesitation buried her face into Amy's crotch and began to lick and suck her womanhood.

This caused Gwen Ben and Lucy to smile.

In her signature snorting laughter, Lucy spoke. "I think we just broke her." she sang.

"Yeah just like you planned Gwen," Ben added.

Gwen smiled. "Yes, and next is the fun part." she took out her book and skimmed through it and found the page she was looking for. "All right! That enough you two stand before me!" Tiffany and Amy stopped what they were doing and walk up Gwen as she quietly read her spell her hands glowed blue as she walked up to Tiffany and placed her hand on the schoolgirl's belly and It glowed blue for a brief second she did the same to Amy.

This confused Ben and Lucy. "Ummm, what was that?" the blonde asked.

Gwen turned and smiled. "I super fertilized their wombs so when me and Ben cum inside them they will instantly get pregnant."

Lucy had stars in her eyes. "Hey, Gwen can you super fertilize my womb too."

Gwen smiled and began to read through her book again until she found the right page and cast her spell on Lucy the blonde saw her belly glowed white before it turned blued then back which left the Sludge puppy confused.

"What was that?" Ben asked seeing that it was different from what she used on Tiffany and her mother.

Gwen smiled "It's like a magic pregnancy test if the light stays white your not pregnant but if it turns blue you knocked up." Lucy and Bens eyes widened. "Congratulations you are going to be parents." Lucy smiled and jumped into ben arms and gave him a deep kiss to which he returned.

However, Gwen coughed gaining their attention. "I know you two are happy but we have a milf and a schoolgirl to fuck right now."

The two broke apart as ben whispered into Lucy's ear "once I'm done I'll fuck you nice in hard later." Lucy smiled.

Ben and Gwen got undressed till they were naked as the day they were born as their dick harden at the sight of the naked mover and daughter both decided to skip the foreplay as first up was Ben who was eager to fuck the sexy milf until she couldn't live without his cock.

Ben gave Amy a dirty smile. "Alright you slutty whore get on all fours!" he said in an authoring voice. The milf smile and got on her and hands and knees as she playfully shook her ass like a dog wagging its tail, the brunette got to his knees and aligned himself with her snatch and forced his member into her vagina make the milf cry out in bliss and he began to pounder her he decided to add more to her pleasure as suddenly began to smack her ass with his left hand making her cry more. "It's! Been so long! Since I had a cock inside me! It's so gooood!"

"You damn right it feels good you whore, you belong to me! And only me and you are going to bear my second child!" Ben continued to show his dominance he flipped her over on her back and began to suck her breast like a baby making the older woman moan from it when suddenly Ben bite down and pulled he nipple with his teeth the black-haired woman both felt their orgasms approaching as they both screamed as Ben came inside Amy as she came all over his dick and she passed out from the intense climax.

While with Gwen and Tiffany who was bouncing on the red-heads cock on the couch. "Oh, that's it you slut satisfy you, master,"

"Yes! Mistress! It feels so good! so deep!" the broken schoolgirl shouted in bliss as drool came from both sides of her mouth. In an expected move Gwen grabbed tiffany's ass and stood up making the black-haired girl wrap her arms around her neck and her legs around Gwen's waist. As the redhead proceeds to pound her broken slave Gwen felt her orgasm coming. "Bear my child you slut!"

"Yes! Yes! Mistress! Give me your child!" she shouted as they both came as Gwen seed began to overflow like her mom Tiffany passed out from the pleasure. Gwen smiled and put her down on the couch and kissed her lips. "Your all mine now."

**The next day.**

Everyone was dressed Amy was helping Tiffany who was wearing a lavender shirt with a jean skirt and brown cowgirl boots pack the last of her clothes for her trip with the Tennysons.

"There that's the last of it," Amy said.

Tiffany was happy about her new life as Gwen's slave and thanks to the redheads spell she was definitely pregnant not just her. Her mom as well from Gwen's cousin Ben she knew her mom always wanted more children and she was hoping for a little brother.

As they when downstairs they saw Gwen waiting for in front of the door. "You ready to go?" she asked.

Tiffany smile and bowed. "Yes, my mistress," she replied with loyalty.

"Thanks but you can only call me that in the rustbucket and when the two of us are in private"

"Yes, mistress!" as she and Gwen began to walk to the RV Amy called out. "Take good care of her Gwen, and make sure to give her lots of love."

Gwen waved back "I will, and take good care of your baby."

As she and Tiffany entered the rustbucket they saw Ben and Lucy having sex with each other on the top bunk of the bed while the blonde was in doggy position. "Oh yes! Yess Ben right there."

Gwen and Tiffany giggled. "Well, let's get undressed too," Tiffany nodded in agreement as she began to undress herself taking off her lavender shirt then her bra followed by her skirt and panties then she kicked off her shoes and sock it felt good to be free of her clothes she turned to see Gwen how was now but naked as well with her cock semi-hard from watching Ben and Lucy going at it.

Tiffany's mouth began to water from the sight of the redhead's member which Gwen noticed. "You face says you want cock am I right?"

The black haired girl smiled. "Yes, please"

The Redhead sat down on the bottom bunk and spread her legs to give her new slave the schoolgirl got her knees and suddenly engulfed the redhead's member.

As this was going on Max called out from the driver's seat. "Ok, everybody ready?"

"Yes grandpa we're ready," Gwen called out while petting Tiffany on the head like a dog as the rustbucket began to drive away from Tiffany's house off to their next destination and maybe another slave to the harem.

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Authors note (wow that took long, but I hope you all enjoyed it I'm still not good at lemons I'm now seeking some co-writers to help me out if you are interested in helping me P.M me and please leave a review until next chapter this is bakugan5988 signing off)


	4. Chapter 4

**Disclaimer: I don't own Ben 10 if I did Kevin would have joined them from the start and Lucy would join them as well.**

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**chapter: 4 Every werewolf lover has her day**

The next 2 days have been good, Tiffany was fitting in well with the group and she had turned into an obedient slave while constantly getting fucked by Gwen and sometimes getting double teamed by Gwen and Ben and her being held into submission by Lucy and her mud tentacles. It was about 7:00 pm at the moment, everyone was doing their own thing. Max was driving as usual while Gwen and Tiffany were in the shower and from the loud screams and moans coming from the former snobby schoolgirl she was getting fucked by Gwen as usual. While Lucy was playing a round of sumo slammers, even though Ben had just shown her how to play a few days ago, she was a natural and had taken down several bosses that took Ben and Gwen about 30 to 40 minutes to beat. And she even conquered bosses, that took at least two players to take down she was now cheering that she had just defeated Kenko and she was now ready for the secret boss as she continued to play we find Ben fiddling with the Omnitrix as usual as he scrolled through the playlists as he suddenly stopped at the Benwolf icon staring at it made him think of Kai Greene his first crush, however, she had only shown interest in him because she thought he was a werewolf and she had broken his heart. Ben then smiled he could have Gwen mind control her and she would be his personal slave.

**The next day**

Ben had told Gwen and the others that Kai would be the next member of their harem, Gwen gave a vicious smile at the thought of that werewolf lover being fucked into submission Tiffany didn't care as long as her mistress was happy she would follow any command however Lucy was a little bitter at the thought of Ben's first crush joining their harem she didn't mind sharing him, but being both his girlfriend and alpha of his side of the harem, of course, she would feel a little jealous.

Lucy crossed her arms and pouted. "I don't think this is a good idea." they could obviously hear the jealousy in her voice

Ben smiled and hugged her. "Come on Lucy I don't have a crush on her anymore, we're just going there to make her our next slave and don't worry, you will always be my favorite."

"I can't help it, it just irks me how she was your first crush."

Ben could understand that he did have a major crush on Kai. "Don't worry, I'll tell you what, when we get Kai under control you can spank and punish her for breaking my heart."

"...pinky promise?"

"Pinky promise." they wrapped their pinkies together.

Gwen smiled. "Ok it's going to take a lot of power to teleport the rustbucket so hold on." she said as her hands released blue energy as the entire rustbucket began to glow blue and seconds the RV disappeared in the blue light.

At the same time in a small village in New Mexico, everyone was going about their day till they saw a blue flash, causing them to cover their eyes. As the light died down which revealed the rustbucket everyone was wondering what witchery is this. Ever since the Yenodushi incident, people have been wary of strange occurrences and this definitely counted as one.

The door suddenly opened and revealed ben who was holding his stomach.

"Oooh, I think I'm gonna hurl." he said as he stepped outside with Lucy right behind him.

"That was actually fun!" smiled Lucy before Ben ran over to a nearby trash can and let out his lunch in it making her chuckle. "Ironic, you've done all sorts of cool stuff, but teleporting makes you sick?"

"He's not the only one." Tiffany spoke as she exited the R.V. followed by Gwen holding her head like it was about to explode.

"Ok, teleporting something as big as the rustbucket not just takes a lot of magic but gives me a very bad headache." winced Gwen.

That's when Max placed his hand on her shoulder. "Don't worry Gwen, I have strong aspirin in the R.V, give me a minute."

The redhead nodded as she waited for the aspirin. She turned to Tiffany and snapped her fingers. "You can rub my shoulders in the meantime."

Tiffany smiled and wasted no time and moved behind Gwen and began to gently massage her shoulders "Make sure to go a little slower." she ordered. The black-haired girl began to slow her pace making Gwen purr like a kitten, "Good girl I have to reward you later." Tiffany smiled she was always happy to make her mistress feel good.

That's when Max came out with the aspirins and a glass of water. "Here Gwen."

"Thanks, grandpa." she was a little skeptical about the water she decided to suck it up and drink. She placed the aspirins in her mouth and drank the water, the redhead felt like spitting it out but swallowed it. 'Note to self, have grandpa get a new R.V after the summer.'

"Feeling better?" Lucy asked patting Ben's back.

Ben finish throwing up, he looked towards Lucy and nodded. "I have to remember to pack a doggie bag the next time we teleport."

Lucy smiled, at least he was ok.

The two walked back to the rustbucket.

"So are you ok Ben?" Gwen asked with concern. The brunette nodded before straightening himself.

"Yeah, now that's over let's find Kai if I know her she should be performing her dance about now."

The others nodded in agreement as the five made their way to the square where Kai usually did her dance. All the while Lucy looked at Ben and got an idea before patting his butt making him turn to her with a blush.

"What was that?" he asked while still blushing.

Lucy gave him a mischievous smile. "Just showing everyone that you're mine."

Ben frowned. "I know that, but we're in public."

The blonde giggled as they keep moving towards the square. As they reached the center of the square they come to a large crowd of people. They made their way through and that's when they saw a native American girl in a blue and red dress dancing to the beat of the Indian drums.

They saw their prey and to Ben, this was his chance to get a little payback at her.

While they continued to observe Kai's dance a voice called out.

"Hey, Max I see you have returned."

They turned to see Kai's grandfather Malcolm Greene walking towards them.

(I don't know his real name so I made one up and to me, he looks like a Malcolm.)

"It's good the see you so soon." Max replied shaking his hand.

"If I knew you'd be coming back I would have tidied up the place." joked Malcolm.

Max smiled at the joke "I thought we'd surprise you, so how have you been holding up since the werewolf incident?"

"Things have been good and there has been no sign of the beast, but we still remain alert though."

While the adults spoke, Lucy looked Kai over as she danced and crossed her arms.

"She's alright, nothing really big." the blonde said trying to control her jealousy

Ben looked at her and frowned. "I already told you, Lucy, I don't have a crush on her anymore."

"I know that, doesn't mean I can't talk smack about her behind her back though."

Ben sighed, he knew this was going to turn ugly soon.

As Kai's dance wrapped up suddenly it began to rain Ben and Gwen felt meager deja vu the last time it rained like this, it meant something bad was going to happen.

"Gwen?"

"I know Ben, I know."

Then out of nowhere, there was a flood, some of the people were able to get away but some were not.

"Ben!" Gwen exclaimed as she used her powers to lift them on to a nearby roof.

"I know, I know, hero time!" he quickly searched the watch and found Ripjaws. He slammed down and change into Ripjaws and ran towards the wave and jumped in.

"What do I do Gwen!?" Lucy asked while panicking.

"We slow down the water! I might be able to use my wind spell to slow it down, you Tiffany and the others evacuate the people to higher ground." Lucy gave her a salute as she Tiffany, Max, and Malcolm rushed to get people to the top of the building while she stayed on the ground preparing her spell.

Ripjaws then swam through the water and helped pull anyone in the wave to the surface to keep from drowning.

Gwen had gathered energy ready to dry up the flood, however, she gritted her teeth. 'This is going to give me a massive headache later.' she complained.

While Gwen readied her spell, Ripjaws had just saved the last person, until he heard a girl cry for help. He turned to see Kai who was barely hanging on to a lamp post her grip slipping with every second without hesitation he jumped in and made his way towards Kai.

"Help!" she shouted as the water was too strong, the final wave made her lose her grip, the waves washing her away. Then she felt something grab her and she was pulled out of the water.

"Glad to see you're okay,"

She looked up and saw the fish-like alien, she was about to scream until she the Omnitrix on his chest she realized who it was. "Ben?"

"The one and only," he said as the watch blinked red and he turned back to normal.

Meanwhile with Gwen. "Here goes nothing, zenokaiverium." from her hands came to a giant tornado as it sucked up all the water. She knew she couldn't hold it very long, suddenly Ben and Kai came running up to her.

"Gwen, you ok?" he asked.

"Does it look like I'm ok!" She shouted at him. "Ben we have to do something I can't hold this much longer!"

"I'm on it." he looked at his watch and saw that it was green. "Alright, we're in the green!" he suddenly slammed down on the watch and he changed into a tall yellow alien he has never seen before. "What? I wanted cannonbolt!?." he yelled.

This was no time to have a new hero. "Ben! You better learn what he does fast cause I'm losing my concentration!" Gwen shouted as she began to struggle.

Ben looked at his new hero in a small puddle and saw he had massive arms that looked kinda like jackhammers. He hoped he was right as his arms began to move he began to drill into the ground. "Gwen I want you to let go of the water on three!"

"1.2.3 let it go!" as Gwen let the water out of the tornado, Ben quickly began to drill deep into the ground, hoping to divert the water. The yellow alien final made a breakthrough as he dug the hole over a cliff he could hear the water coming fast. He quickly dug an escape hole and made his way back to the surface.

As he surfaced he was greeted by his friends. "Oh man after that I'm going to stay away from baths for a month," Ben said as he stood up.

Suddenly Lucy was showering him with questions. "Are you alright? That was so cool! You turned into a Talpaedan!"

Ben looked at her with a confused look. "Talpaedan? What's that?"

Lucy smiled. "Think of them like robotic armadillos."

After hearing that Ben knew what to call his new alien. "Then I'll call this armadrillo."

"Armadrillo?" Gwen raised an eyebrow as massage her templates.

Before Ben could reply the Omnitrix timed out and he was back to normal. "Man, that was intense."

Tiffany looked at Gwen with concern. "Are you ok Gwen?" she called her mistress by her first name.

"Yeah, just got a big migraine now." she massaged her temples.

Kai looked at her grandpa. "Hey, grandpa do we still have some medicine plants at the house?"

He nodded. "Yes." he then walked up to Gwen. "we have medicine plants at home which are much better than pills you get at the store."

"At this point, I'll take anything." the redhead said as everyone made their way to the rustbucket and the Greene's jeep and began to drive.

Kai and her grandfather's house wasn't too far, about a 5-10 minute drive. Then final stopped at a 2 story beige house and next to the house was a large red barn.

All of them headed inside while Kai glanced over at Ben a few times, which he and Lucy spotted, but didn't say anything.

They made their way inside. "Here Gwen you lay on the sofa while I prepare the medicine, Kai could you get her an ice pack please." Malcolm said to her.

Kai nodded and did what her grandfather told her.

While they were gone, Tiffany spoke up as she sat next to her mistress who had her head on a pillow. "This is not a bad place."

"Yeah, it's actually cozy." remarked Ben sitting on a second couch with Lucy sitting next to him.

"Yeaaah… I guess it's alright." Lucy commented.

"What's wrong Lucy?" Ben asked.

"Nothing…" she replied crossing her arms.

Ben knew she was lying. "I know something is wrong."

Lucy took a deep breath and spoke. "Ben while we were walking in she secretly looked at you."

"Believe me, I noticed." Ben replied. Ben looked at her frown. "Are you afraid she will steal me away from you?"

The blonde looked away and nodded. "Yes… you are the only one I love so of course, I'm afraid."

Ben smiled and hugged her. "No matter who we add to the harem you will always be my favorite and no one will take me away from you."

Lucy smiled and hugged him back. The two pulled away as Kai came in with the ice pack.

She gave it to Gwen who placed it on her forehead. "I see you guys have picked up more members, I haven't introduced myself I'm Kai Greene."

"My name is Lucy Mann."

"And I'm Tiffany,"

"Lucy's our cousin and Tiffany's...a friend." smirked Gwen with a glint in her eyes.

"Yeah, they decided to come with us for the remainder of the summer." Ben said.

Kai smiled. "That's good to know."

"Grandpa Max mentioned a werewolf incident back in town did it really happen?" Lucy asked.

Kai nodded. "Uh-huh it was one of the scariest things I've ever seen, it destroyed our satellite equipment and stole a receiver we still don't know what for?"

Ben and Gwen looked at each other and nodded. "Well… we figured it out."

The other three looked at Ben. "You see it was all a rouge transformation of mine Ghost freak he has been alive inside the Omnitrix and he wanted to take over my body so he can be whole again, we destroyed him but there was a bigger scheme that he set in motion."

This is when Gwen took over. "The satellite equipment and the receiver were for amplifying a beam powered by corrodium."

Lucy gasped. "Corrodium!"

Tiffany was confused. "What's corrodium?"

"Corrodium is a dangerous and very unpredictable element," Lucy explained.

"Yes, and we have seen first hand at what it can do." Gwen grimaced as she remembered the devastating effects of corrodium can do from the mutated cows and the security guard.

Ben frowned and continued. "Yeah, the reason we found out about it, was because me and Gwen were neglecting our chores so grandpa decided to take us to a farm camp so he can teach us a lesson about responsibility after 1 day we learned from the owner's son that he had seen a mummy."

"Mummy?" Kai arched an eyebrow feeling a little skeptical, but after seeing an alien werewolf she was a little more open-minded.

Gwen continued. "We began to investigate the farm and stumbled upon mutated cows. They were black and purple and then we went to an ice cream factory and found more corrodium."

The three continued to absorb information like a sponge as Ben picked up where Gwen left off. "I became Diamondhead and dug it up."

"Which was very stupid." Gwen added.

Ben growled at the remark but continued. "As I was saying, after that the mummy found us and we began to fight. While we were fighting a security guard found us and the bandaged freak mutated him."

Gwen grimaced at that memory. "Yeah after that he began to attack me and Grandpa. Luckily I was able to outsmart him and trap him in a freezer."

Ben frowned at what came next. "While in the middle of the fight the Omnitrix timed out and luckily Gwen and Grandpa blasted it with a foam cannon and he landed in a peanut grinder, while we walked away he grabbed me and tried to mutate me."

Lucy and Kai gasped at that thought.

"But the Omnitrix copied its DNA and I was going to fight Mummy with Mummy but i got upgrade instead then mister mummy knocked me into a liquid nitrogen cannon and i took it over and froze him into a Mummy sickle and we buried him in concrete."

After that Gwen continued. "1 week later we visited NASA for a tour after hearing reports of purple lighting, however when we got there Ben wandered off and followed a scientist who was actually an alien in disguise."

Ben nodded. "Yeah, and i was caught off guard by Dr. Viktor who had transformed into a Frankenstein. Alien after our fight I met up with Gwen and Grandpa and told them that Dr. Viktor was up to no good and I began to pursue him alone and followed him to an abandoned area where he told me that it wasn't his plan it was his masters and within a blast of purple light Ghostfreak was reborn."

Gwen took over. "While this was happening me and grandpa boarded a space shuttle to go after the mummy and we didn't see it anywhere,"

"And I contacted them after I found out Ghostfreak's master plan, it was to launch a corrodium beam and with the satellite and the receiver that the werewolf stole from here."

Kai gasped, now she began to understand. "So what happens next?

Ben continued. "The mutation was just a side effect if he fired that beam half the earth would be covered in perpetual darkness and Ghostfreak would be at full power all the time and the sun would not hurt him."

"So he's like a vampire?" Tiffany asked.

"Yeah, that's why he needed Ben so he could be whole again." Gwen said. "Anyway while me and grandpa were flying to the satellite we encountered the mummy and he tried to rip off our suits and luckily Ben was able to save us which we didn't need his help."

"Yeah, you just keep denying it." Ben commented.

The redhead glared at him but continued. "However, as I was saying, we were able to eject the mummy into space."

"And while I was still in my alien form ghostfreak grabbed me and took me outside and then we began the final showdown he was strong however I was able to shock him with electricity and he retreated, but his lackey Dr. Vikor came and tried to zap me into another dimension thankfully I was able to send him and the mummy through it and then grandpa ram the spaceship into the antenna and destroyed the corrodium beam. As we were heading back to earth Ghostfreak came out of nowhere and tried to merge with me, but thanks to grandpa quick thinking he opened the top of the ship and the sun instantly destroyed him." as they finished their story Lucy had stars in her eyes.

"That sounds so exciting, you guys got to go into space and take down a villain and save the world, I wish I was there!" smiled Lucy while Ben chuckled.

"It was pretty cool, but next time I'd rather go in space without the whole freaky ghost mutating everyone."

"I agree." Gwen added.

Kai chuckled. '_These guys have the weirdest adventures."_

After that Max and Malcolm came from the kitchen with a steaming mug. "Here Gwen this is made with a medicine plant, however, it doesn't taste very good but it will get rid of your headache." Gwen took the mug and sniffed. The smell made her want to throw up but she didn't want to be rude and began to drink it and instantly felt like spitting it out.

Malcolm smiled. "I know it tastes bad but it will help you get rid of the headache."

With that, Gwen forced herself to swallow. `Why,_ did i had to say I'll take anything?' _she instantly regretted saying those words.

Malcolm smiled. "Max since you are already here, why don't you and the kids stay for a few days?"

"Great idea we could use a break from all this alien activity." Max replied.

Gwen began to think about this. '_We might as well stay for a while until some of my magic returns.' _

"Where do we sleep?" asked Lucy.

Malcolm smiled."We have plenty of room. Kai, while Me and Max prepare dinner you can show them where they will sleep."

Kai nodded and took Ben and the others upstairs. Ben and the others were surprised to see 10 doors.

"Man how many rooms are in this house?" Ben asked.

"Yeah, this place is huge." Tiffany added.

Kai smiled. "It's so when family comes to visit and we have a big family." she said and stopped in front of a brown door. "This will be Gwen's room, Tiffany's is next door and Lucy and Ben's rooms are right across the hall." Kai opened and revealed a pretty basic room a bed in a corner and tv cross from it a dresser with a mirror next to it. "All the other rooms are similar." Kai added.

"Where do you sleep, Kai?" Gwen asked.

Kai pointed to the very last room down the hall. "Alright I'll leave you all to get comfortable while I go get changed." she said and left to her room leaving the four to themselves.

"Gwen why didn't you use your mind control spell." Lucy asked.

Gwen frowned. "I barely have any magic left to use it, Lucy, it might take 2 or 3 days to get it all back considering i used it to teleport us here and to stop a flood."

"So then our whole plan is gonna be on hold." frowned Ben.

"Looks like it." Tiffany added.

"Anyway let's get cleaned up and ready for dinner." Gwen said as she entered her room but turned around and rubbed Tiffany's cheek. "Sorry my pet I can't fuck you cause they may hear us." before she entered her room

Tiffany frowned but nodded in agreement as she went into her room as well which left only Ben and Lucy.

"Damn it." cursed Ben.

"What wrong Ben?" Lucy asked.

"Thanks to that flood we have to wait!" Ben answered.

Lucy giggled and kissed Ben on the cheek. "You know what they say Ben good things come to those who wait." Lucy said as she entered her room.

"Doesn't mean I have to like it." he grumbled with a pout.

As he entered his room which was a decent size he then remembered he had to change before dinner. He left the room and went to the rustbucket and got his clothes. While Ben got his clothes for his shower he found a box of sleep powder.

"When did i get this?" Ben asked himself as he tried to remember and then it dawned on him. "Oh yeah I swiped it from a supply store to get back at Gwen for pranking me and I never used it." then it hit him, he would sprinkle it onto Kai's food during dinner. '_I'll switch it out for salt and drop it and switch the real salt back.'_ he exited the rustbucket and went back upstairs. As he reached the top of the stairs he saw Kai coming out of the bathroom wrapping two towels, one around her body the other on her head. She walked into the room unaware that Ben had watched her.

Ben felt himself get turned on by her curves and the waters dripping down her legs '_I'm going to fuck that ass tonight.'_ Ben thought with a wicked grin.

He went back downstairs and into the kitchen where he saw grandpa Max and Kai's grandpa make dinner. '_I really hope it's not what grandpa makes._' Ben thought as he snuck past them and got to the spice cabinet and saw two salts. He grabbed one and emptied it into that garbage and began to substitute it for the sleep powder. '_Ok, now all I have to do is wait.' _and pocketed the salt shaker and walked back upstairs to wait for dinner.

**30 minutes later**

The dinner smelt great, mashed potatoes, chicken, cranberry sauce, and turkey. Ben and Gwen were cheering in their minds finally some real food instead of the disgusting food that Grandpa Max makes.

"This all looks good." Lucy said.

"You're telling me, finally real food." Gwen added with glee.

"Oh come on the food I make is not that bad." Max said with a little frustration.

Ben and Gwen looked at each other with an 'are you serious look.'

"Well...it could use a bit of work." Ben replied

Max huffed as everyone began to get food Kai was looking around looking for something.

"Hey, you looking for something?" Ben asked.

"I'm looking for the salt, but can't find it." Kai replied.

Ben smiled and reached into his pocket and pulled out the sleeping powder salt shaker. "Here Kai I found it on the floor." Ben said as he began to shake it over her food.

"Thanks, Ben that's enough." Kai said.

"Hey, Ben can I have some salt?" Tiffany asked.

When Ben pretended to drop it by accident. "Oh sorry I have butter fingers let me get it." he crawled underneath the table. He quickly took out the second salt and switched the one with sleep powder with the real salt and pocketed it. Ben got back to his seat and handed Tiffany the real salt and he began to eat his food. After 15 minutes they all finished all their food when suddenly Kai let out a big yawn.

"Tired Kai?" her grandpa asked.

"Yeah… I'm going to bed early." Kai said excusing herself from the table and went to her room.

"I think it is time for all of us to hit the hay." Max said as he began to clean the dishes.

Ben, Gwen, Lucy, and Tiffany nodded and went to their rooms. All the while Ben smirked.

40 minutes later everyone was in their beds asleep all except Ben who had opened his door slowly trying not to make too much noise. He shut the door with Gwen's camera in hand, he closed behind him and began to tiptoe to Kai's room at the end of the hallway. He slowly opened and peeked inside and saw Kai was fast asleep which made him smile. '_The sleep powder did the trick, she is fast asleep, now the fun begins'_ he thought as he tiptoed to the bed. He saw Kai sleeping peacefully, he smiled mischievously and slowly took the cover off her and saw she was dressed in a pink nightshirt that went past her knees. Ben slowly began to pull Kai's nightshirt up and saw she had blue panties on, but what surprised him was that there was a bulge in them.

'_No way…' _Ben thought as he pulled Kai's panties down and revealed her 8-inch member with balls. However, he smiled. '_So little miss werewolf lover is a shemale huh?_' he took the camera and began to take a few pictures of her. '_Now with this, I can blackmail her and turn her into an obedient slave later.'_

He put the camera away and started getting a naughty idea. He undid his pajama bottoms and underwear revealing his hardened cock. He turned Kai's head without waking her up and gently forced her mouth open. He slowly placed his member into her mouth. Ben loved the feeling of her mouth, it was warm and wet. "Well, I have to use the bathroom so you're going to be the toilet."

Ben relaxed and began to release his stream into Kai's mouth making her gag from the warm liquid and to his surprise she began to drink it. As he continued he also noticed that Kai's member was semi-hard. He looked back down at and smile. '_So drinking urine makes you horny, when you're under my control, whenever I need to pee I'll let you drink it." _Ben thought as he finished peeing and slowly took his cock out of Kai's mouth as she licked her lips.

"Oh, Ben fuck me more…." Kai whispered in her sleep.

This shocked Ben. Kai was only into him because she thought he was a werewolf, this was strange to him.

'_Man I wish I had Gwen's powers then I can read her mind and find out what she really thinks of me.' _however, he shook his head. '_What am I saying? I'm with Lucy and this shemale is going to be mine and her toy.' _he then looked at her cock which was now completely hard.

'_Well, it's been a while since I sucked Gwen off so Kai will have to do for a substitute.' _Ben got onto his knees and gently grabbed hold of Kai's member making her moan softly. He licked the head earning another moan from Kai. '_A strong flavor.' _he thought as he engulfed Kai's member and began to suck her off.

Making Kai moan even more as he blew her off he also massaged her balls. Kai could feel her orgasm approaching and with a low groan, she came in Ben's mouth surprised him how much she had backed up. He took his mouth off her dick and looked down at her and saw she was sweating.

'_Here have a taste of your own seed.' _Ben leaned over and kissed Kai forcing her cum down her throat which she swallowed. Ben smiled and pulled his pants and underwear up and he pulled up Kai's panties up and put the covers back on. As he was about to leave he looked back at her and smiled. '_Don't worry bitch soon my dick will be in that asshole of yours.' _he thought and left the room without making a sound.

**The next day**

It was 7:40 am. Only Ben, Lucy, and Kai who was unaware of what Ben did the previous night were awake still wearing their pajamas watching tv while waiting for everyone else was still asleep, Lucy was keeping an eye on Kai who was too busy watching tv to notice.

"Lucy can not stare at her like that, she'll get suspicious." Ben whispered to her.

Lucy pouted. "Well I can't help it, so do you think Gwen will be able to use her spell today at least one time on Kai?" she whispered.

Ben shrugged his shoulders. "Maybe, she said it will take at least a few days to fully recover all her powers so she might be able to use it at least once or twice today."

Lucy smiled. "Alright we're getting our own personal slave." she whispered.

"We don't need to brainwash her." Ben whispered.

Lucy looked at him with a confused look. "What do you mean?"

"I have something in my room that we can use to blackmail and break her. Wouldn't it be more fun to torture and punish her instead?"

"You mean watch her break down into our slave while humiliating her as best as we can?" grinned Lucy. "I love it."

Ben grinned as well. "That's my girl." he said to her as he got up and began to walk upstairs with Lucy following him.

"Hey, where you guys going?" Kai asked.

"I'm going to get dressed for the day." Ben replied.

"And I'm taking a shower." Lucy added

Kai nodded and continued to watch TV while Ben and Lucy went upstairs and entered Ben's room. Ben walked over to the nightstand and took out Gwen's camera and showed her the photos from last night. Lucy was shocked to see that her self-proclaimed rival for Ben was actual a shemale like Gwen.

"Wow it's hard to believe, I wonder how she hides it under her skirt while dancing." Lucy said.

"Yeah… I also wonder how Gwen hides hers in that swimsuit of her." Ben replied.

"So with these pictures, we'll have complete control of her?" Lucy asked.

Ben smiled. "Yes, but there's one problem… Kai's grandfather, we need Gwen to mind control him so he doesn't bother us while we break her."

"Yeah… but we'll have to tell Gwen when she wakes up." Lucy said. "Anyway I wanted to talk about the new member of the family that's coming in 4 months." she gently rubbing her stomach.

"New member?" he looked at her in confusion.

Lucy crossed her arms and frowned. "You know our baby."

Ben's eyes widened. "You said 4 months right? I thought it took 9 months." he remembered reading in sex ed which had scarred him for life at school that it took 9 months for babies to develop before being born.

Lucy gave him her signature snorting laugh. "I forgot to tell you, sludgepuppy pregnancies are faster than humans our babies develop after 4 months."

"Wait...you mean you're already…"

"Yup I'm pregnant with your child Ben."

Ben just stared at her with a thousand thoughts racing through his mind. He was going to be a father at the age of ten years old and in 4 months Lucy and he were going to be parents.

"Umm… Ben, are you mad at me?" Lucy asked.

Ben smiled and walked over to her and gave Lucy a deep and passionate kiss. Lucy's eyes widened for a second before she closed them and wrapped her arms around his neck and returned the kiss with equal passion.

The duo pulled away gasping for air. "How can I hate you? This is the happiest day of my life." he said placing his hand on her stomach.

"Mine too Ben." Lucy said with a big smile. "We have to start coming up with names and we have to plan a baby shower."

Ben grabbed her shoulder and spoke. "Whoa whoa whoa! Lucy, you have to calm down, we'll think of some name for the baby, but we have other matters to attend to right now."

"You're right, ok when Gwen and Tiffany get up we should tell them about Kai's dirty little secret." the blond gave him a mischievous smile. "But until then..." she reached and grabbed Ben's member through his pajamas making him moan.

"Lucy not right now." Ben moaned.

"Oh come on Ben live a little." Lucy purred.

Ben smiled. "When did you become so naughty and perverted?"

She smiled and leaned forward and whispered in his ear with lust in her voice. "You and Gwen are to blame for this, I was a sweet and innocent girl before you two introduced me to sex." before blowing in his ear making him shiver.

"Sweet and innocent don't exactly go up to Gwen and grab her dick on a boat or uses her mud toes to trip me." Ben replied with a smile.

"You got me there." she admitted. As she stepped away from his while seductively swaying her hips. "Let's see how my dance compares to Kai's?" she continued to dance while slowly unbuttoning her pajama shirt making it fall to the ground revealing that she suddenly grew large D-cup breasts.

Ben's mouth dropped to the floor which made Lucy giggle. "How did you...?" he stuttered unable to take his eyes off her breasts.

Lucy chuckled. "Silly I'm a mud alien remember? I can change my shape including my chest sooo, What do you think?" she began to fondle her breasts which turned Ben on. Lucy stopped and continued to dance slowly tracing her hands along her body as she slowly turned while slowly swayed her hips. The disguised sludgepuppy grabbed the rime of her pajamas and slowly pulled them down revealing her smooth ass and shook it like a dog wagging its tail.

"Are you trying to seduce me?" Ben said with a lustful smile.

Lucy gave him her own slutty smile. "Is it working?"

"Does this answer your question?" he grinned before moving over and started to kiss Lucy while reaching down to rub her ass and stomach making her moan.

"Oooh, I never get tired of your touch my Benji." Lucy purred while fondling her breasts.

"I aim to please." he suddenly stuck his finger in her asshole make her gasp in surprise as he slowly began to move it in and out. "W-Wow! I didn't think you'd wanna use that hole right now~"

Ben chuckled. "It looked lonely so I decided to give it some company." he replied while he slowly sped up the pace making Lucy breath heavy.

"Ooohhh so good harder." Lucy moaned.

Ben smiled mischievously and began to move his finger in and out faster making the disguised sludgepuppy also almost scream. Luckily Ben covered her mouth to keep her quiet. "Hey keep your voice down or else you'll wake the others." Ben whispered

'_Easy for you to say you're not the one getting poked in the ass.' _Lucy thought as Ben continued to muffle the sound of her voice however she could feel the pleasure building up inside and she felt her orgasm approaching.

Ben could tell with the way her body tensed up. "Go ahead Lucy let it all out."

Upon hearing his words Lucy let out a muffled scream and released her essence all over the floor. Ben removed his hand from her mouth as she began to let out small gasps.

"Wow Lucy that was an intense orgasm, it was almost like a sprinkler." he teased making her pout at him.

"No fair, I should be making you cum too." she turned towards him and pushed him onto the bed while pulling down his pajamas revealing his semi-hard member and immediately took it in her mouth and began to suck it hard.

"H-Hey take it ea… oh." Ben was not able to finish his sentence thanks to Lucy massaging his balls.

Lucy removed her mouth and gave him a vicious smile while made Ben shudder. "This is payback for earlier. I'm going to suck you so hard you won't be able to cum for days." she said and went to suck him off.

"W-With you, ah! T-That's something, ah fuck! I can see!" he groaned.

Lucy smiled, she took his member out of her mouth for the second time, but this time she wrapped her new D-cup breasts around it make him moan from the softness. "So… what do you think watch boy..?" she asked in a slutty tone.

"T-They're so s-s-soft." Ben moaned as she began to move her breasts up and down making Ben moan a little louder.

"Well don't be shy, give them a feel."

Ben didn't hesitate, he leaned over and gave her boobs a gentle squeeze making the blond moan.

"Wow, they're soft enough it feels like my hands are holding a pillow."

Lucy stuck her tongue out and got an idea before it began to slowly stretch out like a snake tongue and moved all around the dick making Ben groan louder with surprise.

"H-Hey what are y-you doing?" Ben asked as Lucy's tongue began to wrap around and slightly squeezed his member and began to pump it.

"I thought we try something new. I thought you liked my tongue against your dick?" Lucy said as she took his member into her mouth with her tongue still wrapped around it as she sucked it and bobbed her head.

"Y-You're sucking too h-hard and your tongue is gripping too tight." Ben groaned as he felt his orgasm approaching, however, thanks to Lucy's tongue kept him from releasing. "L-Lucy you h-have to l-let go, I have to cum."

However, Lucy smiled at him.

"Hmmpghegf." (Not yet, just a little longer.) she muffled and continued to suck him off. While her tongue kept a tight grip on his member Ben covered his mouth to keep his moans in control.

'_It feels like my penis is going to explode, come on Lucy let me cum.'_

As if she heard his thoughts she released her grip on his member and Ben let out a muffled scream as he released his essence into Lucy's mouth making her gag for a moment before she began to gulp down as much as she could Lucy took his member out of her mouth and gulped down the last of Ben's cum. "Ahh, that was refreshing." Lucy said while licking her lips while Ben tried to catch his breath while still recovering from his intense orgasms.

"Easy... huff... for.. You... To… say." Ben said in between breaths.

Lucy smiled. "Thanks for protein Ben our little one is going to need a lot of it so he or she can grow up big and strong." she said rubbing her stomach before giving Ben a slutty grin and he knew that this wasn't over, he had to get her back.

In a surprising move, Ben grabbed Lucy by both arms and laid her on the bed and was now on top staring into her eyes like a wild animal staring down its prey however Lucy just smiled.

"Oh aren't we aggressive all sudden?"

"I'm going to pay you back tenfold for what you did." Ben said almost sounding threatening, Lucy just chuckled.

"Give it your best shot watch boy." Lucy said with a tease.

"Oh, I will!" Ben smiled while growling. He placed Lucy's legs on his shoulders suddenly began to fuck her making her almost cry out in pleasure. He leaned forward making Lucy's feet go to her head.

As Ben continued to pound her hard Lucy looked at him and smiled. "I-Is that a-all you got? I thought this was payback, but this nothing more than a massage." She teased him.

Ben smiled at her tease. "Ooooh just message huh? Well, I'll just have to try harder." he grabbed Lucy from under and lifted her off the bed and forced her against the wall and began to thrust faster and hard making Lucy grunt and moan with each thrust.

"T-That's more l-like it watch b-boy, fuck your queen into submission help her sire more heirs to your throne." Lucy exclaimed slightly elevating her voice.

"As you wish my queen be sure to sire me a lot of heirs for my kingdom."

Both of them looked into each other's eyes and suddenly kissed with a lot of love and passion as they felt their orgasms draw near. With one final thrust, both screamed in each other's mouths as they came at the same time. They both parted from the kiss and fell to the bed breathing heavily, Lucy crawled onto Ben's chest and gave him a kiss on the cheek.

"Now that was intense." Lucy whispered as she cuddled into Ben's chest.

Ben smiled placing his hands behind his head. "Yeah, you weren't bad 'my sexy queen'." wrapping his arm around her drawing her closer to him.

Lucy smiled and wrapping both arms around his neck before giving him a kiss on the cheek. "And you weren't bad yourself 'my handsome king'."

Both chuckled while taking a moment to rest and catch their breaths.

Unaware that they were being watched just outside the cracked door we find Kai stroking her dick as she thought to herself. '_I thought they were cousins, why are they having sex?'_ she stopped stroking herself and went to her bedroom to finish with the thoughts of Ben and Lucy on her mind.

**30 minutes later.**

Everyone was now dressed and eating breakfast. Ben and Gwen were happy to see bacon and eggs again after seeing so much of Max's disgusting breakfasts they didn't want to hurt their grandpa's feelings, but this was way better than the stuff he cooked.

As they ate breakfast Kai kept glancing at Ben and Lucy while trying her best not to.

Her grandfather looked at her with concern. "What's wrong Kai? You seem out of it today."

Kai frantically shook her head. "No grandpa nothing wrong just had a hard time sleeping."

Her grandpa shrugged his shoulders not pushing the subject any further.

"So, what do you do around here Malcolm?" Max asked.

"Well we usually do some farm work today and we could use the help."

Ben and Gwen froze at the name farm work.

Max smiled. "Good idea we'll be here a while, so might as well do some hard work. I just have to lay some ground rules with the kids, especially my grandson and granddaughter."

Malcolm smiled and nodded. "I completely understand."

Max turned to Ben and Gwen with a stern face. "Ok, the rules are no Omnitrix or magic, and sorry Lucy, no mud powers either."

Lucy crossed her arms and pouted while Ben groaned, Gwen, however, didn't complain, after all her full power will take at least another 2 days to fully recharge. Tiffany didn't complain either, she would only answer to her master anyway.

Malcolm smiled. "All right everyone gets ready, we'll be heading out in 15 minutes." As he and max left the room.

"Awww man, not more farm work, I thought we left that all behind at that farm camp." Ben complained.

"Don't worry Ben working on a farm isn't that bad. Anyway, I'm going upstairs to get ready, see ya in a bit." Kai said as she went upstairs, leaving the four alone.

Ben smiled. "Gwen, Tiffany, I have something to show both of you."

The two raised an eyebrow wondering what Ben needed to show them. He took out Gwen's camera and they were shocked at what they saw.

Gwen smiled. "So little miss rain dancer is a shemale like me huh? Very interesting."

"I agree with the mistress." Tiffany chimed in.

Lucy smiled. "Ya, i was surprised when i saw too."

"Gwen, do you think you can use your mind control spell today?" Ben asked.

Gwen put her hand to her chin. "I can, but I can only do it at least 4 times on Kai and her grandpa."

Ben smiled and shook his head. "You're not using it on Kai just her grandpa."

Gwen looked at him with curiosity. "Why not both?"

"Because watch boy thinks it's a better idea to break her as we did with your slave." Lucy said.

Gwen chuckled at that thought. "Ok, I'll use it on him when he is with grandpa while you and Lucy take Kai into the barn and 'train' her."

Lucy gave them a devious smile. "Ohhh I can't wait to break that bitch and when she's our slave Ben I can think of so many things it can do to her."

Ben, Gwen, and Tiffany all chuckled nervously. Lucy was a very kinky girl and was not afraid to force someone into submission and Ben fully understood after what happened this morning.

"Ooook… we'll cross that bridge when it comes." Ben said with a nervous grin.

"Oh yeah, I forgot to tell you both I'm pregnant." Lucy said with a smile as she hugged Ben's Right arm.

Gwen and Tiffany smiled. "Congratulations Lucy we can't wait to see the baby in 9 months."

"4 actually, sludge puppies give birth faster than humans." Lucy said.

This shocked Gwen and Tiffany while Ben blushed as Lucy continued to Embrace him.

Gwen turned to Ben and smiled. "So how does it feel that you know you're going to be a father in 4 months?"

Ben shrugged his shoulders. "I feel happy that I'm going to be a father. I'm very excited, it feels like my heart will explode."

'_Hmm, I wonder if this is how dad felt when he found out he was going to have me_.'

Lucy's smile grew. "I even thought of a name, if its a girl Jenny or Jen for short what do you think Ben?"

Ben smiled and hugged her. "I think it's perfect and i know what to name it if the baby is a boy, I'm naming it Ken, after Gwen's brother." this made Gwen smile Ben had always looked up to her big brother and Ken had been angry when their parents changed her gender.

"So let's go get dressed and start these chores." Gwen said as the others nod.

**10 minutes later**

Everyone was assigned their chores Max and Malcolm were in charge of the hay bail, Gwen and Tiffany were in charge of gathering eggs from the chicken coup and Ben, Lucy, and Tiffany were tasked with milking the cows in the barn Ben had internally growled he couldn't use the Omnitrix however this was a great opportunity he Lucy and Kai were alone in the barn, he just had to wait for Gwen's signal, a loud whistle.

"Do you two know how to milk a cow?" Kai asked.

Ben nodded while Lucy shook her head.

"You mind showing me, Ben?" Lucy asked innocently.

Ben smiled. "Ok." he walked over to the cow and place a bucket underneath it and began to milk it.

Kai was impressed that Ben was able to do it but not surprising he and Gwen went to a farm camp. She turned to the Two remaining cows.

"Ok come on Lucy the other two cows aren't going to milk themselves." she smiled and walked to her cow Lucy smiled viciously.

'_They're_ _not the only ones getting milked today._' the blond thought before she walked to her cow waiting for Gwen's signal.

**With Gwen and Tiffany **

Gwen and Tiffany had just finished getting eggs from the chicken coup and they were heading towards Max and Malcolm who were taking a small break.

"Hey grandpa, we have the eggs." she called out to them.

Malcolm smiled. "Well done girls, that was fast, it takes me and Kai about 12 -15 minutes to get that done and you girls have done it in 9 minutes."

"Without any magic powers i hope?" Max asked as he stared at Gwen.

"Yes grandpa, I didn't use my powers." Gwen replied.

"Yes she didn't use her powers, but it was Gwen that did most of the work." Tiffany smiled using her master's name.

"Good, you two must be thirsty, let me get some lemonade, be right back." he said and went into the house.

"Hey mistress can you use your powers without looking into his eyes?" she asked Gwen. The redhead replied with a smile.

"Yes I can and I have enough power to use the spell." And right on cue, Malcolm came out with glasses of lemonade.

"Here you go." he placed it on the table with his back turned and Gwen took the chance and cast her spell.

"Grand hypnosis beam." She whispered and fired a blue beam of energy with it, Malcolm, making his eyes glaze over.

"You did it, mistress!" Tiffany cheered as she hugged her.

"Yes and it's time to give Ben and Lucy the signal." the redhead said as she placed both her pinky fingers in her mouth and whistle loud.

**Ben Lucy and Kai**

The loud whistle left Kai confused while Ben and Lucy knew what it meant.

"What was that?" Kai asked

"I don't know, why don't you go see I'm sure the others are there me and Lucy will finish up here." Ben said with a smile and he gave Lucy a firm nod and she knew exactly what to do.

Kai got up to leave something wrapped around her waist and hoisted her off the ground. She was about to scream but another one wrapped around her mouth and then her arms as if she was handcuffed leaving only her flailing legs free she was turned to see that Lucy was the source of the tentacles. Kai was lowered to the ground until she was sitting while trying to yell at them to let her go.

Lucy unhooked the mud tentacles from her fingers and smiled at the struggling girl. "Well, never seen this coming huh?" Lucy manipulated the mud around Kai's mouth making it slip off allowing her to speak.

"What is the meaning of this let me g…" she didn't get to finish as Lucy smacked her across the face.

"You will talk when we say you can bitch." Lucy said with a wicked smile.

"And the five of us are going to have a good time." Ben said

'_What does he mean by 5 of us?' Kai said as she recovered from Lucy's slap._

And right on cue, she saw Gwen and Tiffany in the doorway.

"Gwen, Tiffany, help Ben and Lucy have gone crazy!" However, Gwen and Tiffany made mocking laughter making Kai gulp in fear.

Gwen smiled. "Don't worry Kai, we'll take good care of you." the redhead said, as she lifted tiffany's skirt and slide her had down the former schoolgirl's panties make tiffany moaned before Gwen kissed down her neck increasing the pleasure.

"This is nuts! let me go! grandpa! Mr. Max help!" she shouted as she tried to pry the mud off her arms. Lucy was tired of her complaining she walked to Kai and stomped on her crotch hard making her scream in pain to the heavens.

"Huh? That can't have hurt that much?" Lucy said pretending that she didn't know as she lifted her foot off Kai's crotch as she moaned in pain dazed with drool coming out of her mouth.

"Hmmm? I wonder?" Ben smiled as he got to his knees and began to unbutton and unzip Kai's shorts.

Kai was able to gather her thoughts she looked at ben with her eyes widened. "Wait… stop." she begged fearing ben was about to discover her darkest secret

"Wow, Kai, not bad." spoke Ben innocently pulling her underwear down and letting her dick out in the open for others to see.

"Wow the werewolf lover is a boy, that's quite a surprise." Gwen said playing dumb as she kissed tiffany on the lips.

Kai closed her legs trying to hide her dick, tears rolling down her face. "No… I am a pure girl but I was born with a dick instead of a pussy."

Tiffany smiled as Gwen continued to finger her. "Well that's not surprising but you should know that you're not the one with that show her mistress."

Gwen smiled and moved away from Tiffany and pulled down her pants and panties Kai's eyes widened in shock at the sight of Gwen's dick. The redhead smiled. "The big difference between you and me is that I was born a boy and the hospital changed my body to be more female." Gwen finished and began to moan as Tiffany who was now on her knees as she began to suck the redhead off. Gwen smiled and rubbed Tiffany's head as if she was a dog. "That's it my pet suck it nice and slow."

Kai couldn't believe what she was seeing and she could feel herself getting turned on.

"Well, I see you and your little friend enjoying the show." Lucy said as she began to pump Kai off making her blush. "I wonder how you taste?" the sludgepuppy said as she wrapped her lips around Kai's member making her groan in pleasure. Lucy began to bob her head while slowly swishing her tongue the head.

"Ahhh! S-Sto-oooh!" let out the girl with wide eyes.

Lucy ignored her and continued to suck her off. She doubled her effort and sucked much harder making Kai moan more. 'Mmm, fresh virgin dick~'

Ben felt himself getting turned on and decided to join in. He unbuckled his pants and pulled both them and his underwear off and walked over to Kai.

"Here." he said as he placed his dick in front of Kai's face, the musky smell of his member made her even harder making Lucy gag as Kai's member grew again. Kai turned her head away from Ben in defiance. Ben grabbed Kai's head hand turned it towards him grinding his member against her closed lips. "Come on Kai I know you want it."

However, Kai kept her mouth shut tight.

Lucy looked up and saw Kai was being stubborn 'Mmm, stubborn huh?' without warning Lucy bit down on Kai's dick forcing Kai to open her mouth in pain as Ben forced his member into her mouth.

"Mmmm!"

"There you go and make sure you don't bite down." Ben said as he grabbed her head and began to force fuck her face.

'This is bad, I'm being forced to suck Ben's cock while mine is getting sucked by a disguised mud alien!' Kai thought as she continued to gag on Ben's manhood.

Gwen was really enjoying herself as her slave continued to suck her, however, Gwen forced Tiffany off. "I haven't fucked you all day, now strip for me!" Gwen ordered.

Tiffany wasted no time and quickly undressed herself until she was completely naked and got into doggy position and began to wiggle her ass, inviting Gwen who decided to get to the main event and got to her knees and forced her member into Tiffany without warning make her scream in pleasure as Gwen continued to plow her hard.

Back with Kai who was reaching her limit and she could feel ben's dick pulsing and knew he too was about to cum as well.

"Ooooh, I'm about to cum!" Ben exclaimed in pleasure while Lucy could feel Kai's throbbing as well, but they weren't the only ones, Gwen was reaching her limits as well as Tiffany and with a loud shout, all four came.

Gwen slowly pulled out of Tiffany with said girl panting and trying to keep from letting any sperm fall out and swallowing it like a slut.

Lucy In a surprising move got up and kissed Kai who eyes widened in shock as the blonde spat the native American girl's seed Into her mouth mixing the taste of her and Ben's essences to making her even hornier.

The blonde moved away and smiled smugly at the tied up girl. "How was your second of many orgasms to come?."

This confused Kai. "What do you mean second of many? This is my first orgasm?"

That's when Ben sat down next to her. "Last night, I sucked you off and you came into my mouth."

Kai looked at him in shock and disgust.

"Hey, Lucy, why don't we give her a place to sit and relax." Ben suggested as he took off the rest of his clothes off while kai blushed.

Lucy nodded understanding what he meant as she walked up to Kai and picked her up surprising Kai by how strong she was before positioning her over Ben's member while spreading her ass, as she got to her knees lowering Kai to where she felt Ben manhood press against her asshole.

"Please… stop anything but that." Kai pleaded as she tried to wiggle her way out of Lucy's grip but failed as the blonde smiled in her face.

"Don't worry it will only hurt for a minute but it'll get better." As she slowly lowered Kai who gritted her teeth and moaned as Ben's member probed her behind and she let out a loud scream as her body tensed up while her dick hardened.

"Wow what a tight grip you got Kai." Ben moaned as Kai's asshole kept gripping his dick hard as he slowly thrust into Kai earning loud moans from her.

"I..I never." Kai whimpered, as she tried to control her moans, but to no avail as Lucy licked her lips and fondled her breasts.

"Hey Ben, can I join in." Lucy asked in a lustful tone.

Ben smiled as he began to speed up making Kai moaned and groaned as saliva. "Help yourself, my queen." Lucy giggled from being called queen as she began to remove her clothes Kai looked at her and blushed.

'_She is pretty.'_ Kai thought before immediately banished those thoughts from her mind.

"Let me think." Lucy said as she placed a hand to her chin and grabbed Kai hard member. "since you're still a virgin how about I be your first what do you say?" Lucy smiled.

Kai said nothing but shook her head, but Lucy smiled and positioned herself over Kai aligning her pussy with Kais member, and Kai began to beg her not to do it.

"Don't worry, by the end of this you won't be able to forget what me and Ben feel like." Lucy said. As she forced Kai's member into her pussy make Kai moan even more as well as Lucy.

"Mmm… good, not at good as Ben's but still pretty good." Lucy commented and she began to buck up and down her pussy juices drenching all over Kai's member, while Ben began to plow at Kai's asshole making her scream in pleasure, the combination between her dick in Lucy's gripping hole and Ben's hard member in her asshole, Kai's felt her mind going blank and had adopted a goofy smile as drool leaked from her mouth.

Tiffany looked at them and bite her lips and faced her mistress. "Mistress can we try what Ben's doing to Kai."

Gwen looked and saw Ben and Lucy double-teaming Kai who looked like she beginning to enjoy it, judging by her goofy smile Gwen found herself getting turned on again she patted her slave on the head. "Since you have been a good little slut, I'll let you take the lead this time." Gwen said as she laid on her back while Tiffany smiled and climbed over her mistress she moaned as Gwen's member slowly penetrated her ass causing both her and Gwen to groan in pleasure.

"Ok, Tiffany you can move now." Gwen said between breaths as the former schoolgirl slowly began to buck up and down as her pussy leaked onto her owner's stomach.

"Mistress, I love your cock." Tiffany said as she began to accelerate earning a lustful moan from Gwen as she firmly grabbed Tiffany's Hips and began to pull while thrusting hard making The purple-haired girl scream in pleasure this continued for 10 minutes as both of them began to reach their limits.

"Mistress, I'm going to cum!" she exclaimed increasing.

"Me too my pet lets cum together!" Gwen shouted as Tiffany and she screamed as the purple-haired girl shot her essence on Gwen's stomach while the redhead exploded inside of Tiffany's backdoor both were breathing heavy as Tiffany fell on Gwen's wet chest as her mistress's member slid out of her void as cum slowly poured out.

"That… huff… was… great… mistress." Tiffany said between breaths.

Gwen gave her a weak but happy smile and gently rubbed her pets back. "That.. right... my pet… we… will… definitely… make this… a daily thing…" she said as Tiffany purred like a kitten and rubbed against Gwen's chest.

Back at with Ben Lucy and Kai the three had been at it a bit longer then Gwen and Tiffany, Kai began to squeal and wheeze like a pig which made Lucy chuckled and wrapped her arms around Kai's neck and forced her into a kiss, even though her mind was blank Kai's eyes widen as Lucy's tongue both invaded her mouth and became snake-like as it went down her throat making Kai choke as the three were at their limit they all screamed Lucy came all over Kai's member while she came inside of Lucy and Ben came inside of Kai's asshole.

Lucy removed herself from Kai with a satisfied smirk as Kai's seed gushed out of her womanhood, while Ben lifted Kai who has passed out from the pleasure off of him, and placed her on the ground as his essence flowed out of her asshole leaving a little white puddle.

Lucy helped Ben up and turned to see Gwen and Tiffany limping towards them.

"That was a good fuck." Ben said.

"So do you think she's ready to come with?" Gwen asked looking at the unconscious dick girl.

"I think we can…" Ben replied.

Lucy smiled. "Yes she will make a good pet." she bent down to the unconscious dickgirl and petted her head like a dog before she picked her up in bride style to which Kai unconsciously nuzzled into Lucy's which made the blond and the others giggle.

"I think she likes that idea." Tiffany commented.

The others nodded in agreement as Ben Gwen and Tiffany picked up the clothes while Lucy still held kai and went back to the house.

Timeskip 3 days

It had been 2 days since Kai was raped by Ben and Lucy. About 2 hours after that Kai woke up and threaten to tell her Grandpa what they did to her that's when Gwen motioned for Malcolm came in with a dull look on his face, Kai told him what they did to her, but he did not answer which surprised her as Gwen explained to her what she did to him and showed her the photos of her sleeping with a hard-on and had begun to blackmail her. Kai cried and she had no choice but to listen to them, and over the last 3 days, Ben had fucked her from behind while Gwen spanked her until her ass was crimson red. Tiffany had used a strap-on and fucked for almost an hour and final Lucy had been the harshest to her, she had Max drive her into town and she had bought a black dog collar with a name tag with Kai's name and a matching leash and since Kai was a werewolf lover Lucy thought she should be trained like a dog. The blonde forced Kai to walk around the farmhouse completely naked and on all fours like a dog and forced her to mark her territory like a real dog Kai felt sick and humiliated the others could see that they couldn't break her completely, but at least she knew her place and now it was time to leave. Ben Gwen Tiffany Max and Malcolm were saying their goodbye.

"It was great having you all here." Malcolm shook Max's hand.

"Yes, it good, so is Kai's transfer paperwork done." Max asked and thanks to Gwen's she had Malcolm file for Kai to transfer to Bellwood for school and she had used it on Kai's parents who were currently on vacation over the phone and 'convinced' them to let Kai transfer to Bellwood.

"Yes, and I hope she will behave until you reach home." Malcolm said.

"Oh, don't worry she will be on her best behavior." a voice said and they turned to see Lucy who had an innocent smile on her face walking towards them with Kai who was completely naked on all fours with the same collar and leash she wore before, but she had a muzzle around her mouth to keep her from talking and Lucy yanked the leash hard to tell Kai to start crawling towards them.

"Sorry, I had to make sure that she used the bathroom before we hit the road." the blond said in an innocent tone. "Come on girl," she said yanking the leash forcing Kai to enter the rustbucket.

"Well be seeing you around." Max said as he and the others entered as well.

Just before they left Lucy forced Kai to look out the window to get one last look at the house and she began to cry.

"Don't worry, we'll take good care of you, and you will make a great plaything for me and Ben's children." Lucy said with a sweet but sinister tone as she forced.

Kai to the floor and she knew dogs slept on the floor, but Lucy told her if she could be a good dog, she would be able to sleep with her and Ben in their warm bed.

* * *

Author's note: Man that took a while, sorry i took so long, I hope you all have enjoyed this chapter. I have an announcement to make, I'm putting this story on temporary hiatus so I can focus more on my Yugioh story. I will start working on the next chapter after i write 2 or 3 chapters of Yugioh and i have to focus on my Digimon story when I'm done with the 2nd chapter on my Digimon story my main focus will be on YuGiOh so until next chapter this is Bakugan5988 signing out.


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